We provide you with certain services which enable you to advertise
your goods and/or services through Yahoo!’s Distribution Network,
subject to: (i) these terms and conditions (the “Master Terms and
Conditions”); (ii) any additional terms and conditions of the specific
programmes to which you subscribe for advertising purposes (the
“Programmes”) (the “Programme Terms”); and (iii) where applicable, the
terms and conditions of any applicable insertion order(s) that you enter
into which specifically refers to these Master Terms and Conditions or
applicable Programme Terms (each an “Insertion Order”), each of which
are hereby incorporated by reference and together with these Master
Terms and Conditions form the “Agreement”.
Terms used but not defined herein shall have the meanings given to
such terms in the Insertion Order or applicable Programme Terms unless
expressly provided otherwise. All definitions shall apply both to their
singular and plural forms, as the context may require. Headings used in
the Agreement are for convenience only.
The Agreement will commence from the date on which Yahoo! first
provides you with access to one or more Programmes, and will continue
until terminated in accordance with the Agreement (the “Term”).
You shall pay all charges to your account in the currency, manner and
form required by us from time to time. Our measurements are the
definitive measurements to calculate your charges. If we have determined
that you may be charged on an invoice basis, we will submit an invoice
to you at the e-mail or mailing address (at our discretion) on the
Insertion Order or as required by applicable law, and you shall pay such
charges, without offset or deduction, within 30 days of the invoice
date. If we agree to your request to send an invoice to a third party on
your behalf, you shall ensure that such third party pays the invoice on
time and, if it does not do so, you shall pay all amounts owing under
such invoice immediately.
If we do not receive timely payment, you shall pay all amounts due on
your account upon demand and, in addition to any other rights, we may
suspend performance, remove your Advertiser Materials, and/or terminate
the Agreement or any part of it.
All payments of service fees, unused promotional credits and initial
deposit(s) are non-refundable. You agree to submit any dispute about:
(a) any of our usage statistics on any Advertiser Materials as soon as
reasonably practicable and in any event within 60 days from the
recording of the statistic in dispute; and (b) any other charges to your
account, in writing to us as soon as reasonably practicable and (in
respect of invoiced advertisers) in any event before the due date for
payment of such charges. If you do not meet these conditions, you waive
any right to raise any dispute.
All charges are, unless otherwise stated, payable in pounds sterling
together with VAT and any other applicable taxes. We may charge you
interest at the rate of three percent (3%) per month (or the highest
rate permitted by law, if less) above the base lending rate of Yahoo!’s
main bank on all amounts due and payable until payment is received,
whether before or after judgment. If you fail to pay, Yahoo! may charge
you for all costs incurred by Yahoo! in connection with collecting the
We may change the amount of any fees or charges or any amounts you
are required to maintain on account with us in respect of any Programme
to which you subscribe by giving you notice either in writing (including
by email) or on the Yahoo! Company Sites. If you do not agree to such
changes, you must immediately: (i) notify us in writing; and (ii) stop
using the relevant Programme(s).
3. PAYMENT DEPOSITS
We may require you to pay a deposit to us as security for fulfilment
of your payment obligations in respect of any Programme to which you
subscribe (‘Payment Deposit’).
In the event that you pay a Payment Deposit, the following terms and
conditions apply: (a) the Payment Deposit will not be offset against
future invoices payable by you; (b) provided that you have met your
payment obligations under the Agreement in full, following termination
or expiry of the Agreement the Payment Deposit will be refunded to you
in full (without any interest accrued from the date of receipt of the
Payment Deposit by Yahoo!); (c) if you fail to make payment in full in
accordance with the terms of the Agreement, your Payment Deposit shall
be forfeited and shall remain with Yahoo!: (i) until such time your
payment obligations under the Agreement have been made in full to the
satisfaction of Yahoo!, together with any interest due on those payments
in accordance with the terms of the Agreement; and (ii) if your payment
obligations under the Agreement have not been fulfilled to the
satisfaction of Yahoo! by six months from either 1. termination or
expiry of the Agreement; or 2. the date of the invoices under which such
payments are due, we shall offset your Payment Deposit against those
outstanding payments due from you (together with any interest accrued on
those outstanding payments in accordance with the terms of this
Yahoo! shall return any balance of the Payment Deposit (without any
interest accrued from the date of receipt of the Payment Deposit by
Yahoo!) after your payment obligations under the Agreement have been
satisfied in full.
You will not and will not permit anyone to: (i) use any automated
means to access, monitor, or manage your account with us, or to access,
monitor, or copy the Yahoo! Company Sites or any part of them, except
where made available or authorised in writing by us; (ii) bypass any
robot exclusion headers on the Yahoo! Company Sites; (iii) interfere, or
attempt to interfere, with the operation of the Yahoo! Company Sites or
systems, or Programmes; (iv) use the Programmes in connection with open
source software in any way which would create any obligations of use
with respect to our Programmes or grant to any third party any rights to
or immunities under our Intellectual Property Rights in our Programmes;
or (v) use our Programmes in connection with any activity which may,
directly or indirectly, cause property damage, death or personal injury.
Your right to access your account(s) is non-assignable and subject to
any limits imposed by Yahoo! from time to time. You shall not allow any
third party to use any Programme, except your Authorised Users and
employees in accordance with the Agreement.
You agree to notify us promptly in writing if you become aware of a
breach, or potential breach, of security relating to your account(s).
You shall ensure that Authorised Users and employees comply with the
Agreement, and you are liable for all of their acts and omissions in
You may use data made available to you in connection with a Programme
solely for internal use to manage your account(s) and you may not
publish any such data, nor create profiles of our users.
In order to improve our Programmes, we frequently conduct tests and
you agree to pay all charges and any other expenses for the services
rendered (as set forth in the applicable Insertion Order or your online
account) during those testing periods.
5. YOUR SITE
We are not responsible for any aspect of your or any third-party site(s).
6. API ACCESS
If we grant you API Access in connection with a Programme, this
Section shall apply to you and API Access and the API Code (defined
below) are part of such Programme. “API Access” is the ability, via the
API Code, to access certain account information and/or features, and to
execute commands for your account(s). You may not use your API Access,
including any data obtained, for purposes other than managing your
account(s) to which the API Access relates. If your use of a Programme
terminates, your API Access to that Programme shall terminate
immediately. We may limit, modify or terminate your API Access, at 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 created by you or us using an XML/SOAP interface we
specify enabling API Access.
If we give you API Code or software to incorporate into API Code
developed by you, we grant you a non-exclusive, revocable,
non-transferable, non-sublicensable, limited, licence to use the API
Code or software given to you by us for internal use solely for API
Access during the term of the applicable Programme Terms. You shall make
the API Code available to us upon our request 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 Code shall
not exceed access frequency limits as set by us from time to time. If
you are a Representative (defined below) this Section gives you (not the
Advertisers), API Access. 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.
7. USE OF INFORMATION
You grant each Yahoo! Entity an irrevocable, non-exclusive,
royalty-free, worldwide, fully paid licence throughout the Term to: (i)
use, copy, and/or modify, adapt, reformat, recompile, disassemble,
reverse engineer and/or manipulate any part of the Advertiser Materials,
or any URL provided within your Advertiser Materials, including for
public performance or display, marketing and distribution, in any part
of the Distribution Network; and/or (ii) access, index, cache and
display the site(s), or any portion thereof, to which your Advertiser
Materials link, by any means, including web spiders and/or crawlers.
In the event that you use a suggestion or modification to your
Advertiser Materials made by a Yahoo! Entity, you agree that: (a) such
suggestion or modification is authorised by you and complies with the
Agreement; and (b) none of the Yahoo! Entities shall have any liability
for your Advertiser Materials, or any changes to them.
All Advertiser Materials are subject to our approval. We reserve the
right at any time in our absolute discretion to: (a) reject, amend,
remove or cancel any Advertiser Materials, Insertion Order, URL link,
space reservation or position commitment; and/ or (b) remove any
Advertiser Materials from any of the Yahoo! Company Sites and/or any
part of the Distribution Network. We do not undertake to review the
contents of any Advertiser Materials and any review and/or approval by
us will not be deemed to constitute an acceptance by us that they comply
with the Agreement or any waiver of any of our rights under it.
We do not guarantee that your Advertiser Materials will be
distributed in any part of the Distribution Network, nor do we guarantee
that your Advertiser Materials will appear in a particular position or
rank. The final decision as to inclusion and placement of Advertiser
Materials is at our discretion.
You grant to Yahoo! the express right to reproduce throughout the
world screen shots of all or part of any Yahoo! property containing all
or part of any of the Advertiser Materials on or in any promotional or
advertising material or campaign promoting or advertising Yahoo! (but
not any promotional or advertising campaign paid for by Yahoo!).
Notwithstanding the provisions of any Insertion Order, you
acknowledge and agree that we have not made any guarantees with respect
to usage statistics, including levels of impressions, click-throughs or
positioning of any Advertiser Materials. We are not liable for any usage
statistics however supplied. You acknowledge that usage statistics we
provide are the official, definitive measurements of our performance on
any delivery obligations provided in the Insertion Order. The processes
and technology used to generate such statistics have been independently
All software, hardware, equipment, systems and underlying technology,
and all other data, information and content residing or subsisting in
or created, collected or processed using the Yahoo! Company Sites,
Programmes and any sites of any Yahoo! Companies or Distribution Network
(including all Intellectual Property Rights residing or subsisting
therein) is or are owned by Yahoo! or its licensors and if and to the
extent that any such rights become vested in you, you will effectively
assign to Yahoo! absolutely and unconditionally all such rights.
The Programmes are proprietary to us and are protected by the
applicable intellectual property Laws (as defined in Section 9
(Representations and Warranties)) and we retain all rights, title, and
interests in and to the Programmes and, except for the limited right of
use expressly granted herein, nothing shall be construed as Yahoo!
granting to you any right, title or interest in or to the Yahoo! Company
Sites or Programmes (or any part of them).
8. CONFIDENTIALITY AND PRIVACY
“Confidential Information” means any information of whatever nature,
disclosed to you by us in any manner, whether directly or indirectly, in
connection with this Agreement, other than information that you can
establish: (i) was in the public domain prior to disclosure by us (other
than through breach of this Section); or (ii) was in your possession,
without confidentiality restrictions, prior to disclosure by us. You
shall not at any time: (a) disclose or otherwise make available to any
person or entity any Confidential Information (other than to your
employees and Authorised Users who are bound in writing by use and
confidentiality restrictions which are no less protective than the
provisions of this Agreement and who have a need to know such
Confidential Information in connection with the Agreement); or (b)
access, use, or copy any Confidential Information, except as strictly
necessary in connection with the purpose for which such Confidential
Information is disclosed to you and in accordance with the Agreement.
You may disclose Confidential Information if required by law,
provided that: (a) you notify us promptly 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 disclosure
is limited to the minimum extent necessary to comply with the legal
requirement. All Confidential Information shall remain our property, and
shall be delivered to us, uninstalled or destroyed immediately upon our
request or upon termination of the Agreement.
By using the Yahoo! Company Sites and any Programmes, you or any
person you allow to access and use your account, may provide Yahoo! with
personal data. By entering into the Agreement and providing such data,
you agree (and shall ensure that each other relevant person agrees) to
http://searchmarketing.yahoo.com/en_GB/legal/privacy_y.php (the “Privacy
Policy”); and (ii) for the purposes of providing you with the Yahoo!
Company Sites and Programmes and to administer your account (including
contacting you about the Yahoo! Company Sites, the Programmes, your
account, the Agreement, any Programme Terms and any products or services
of us or our Affiliates from time to time), and for the same purposes
you agree to our disclosing such data to other Yahoo! Entities (and the
transfer of that data to countries which may not afford the same level
of protection of such data as the countries in which you initially
access the Yahoo! Company Sites or Programmes).
You must not, and must ensure that any person acting on your behalf
does not, issue any press release or other public statement (or any
statement which is likely to be made public) relating to the Agreement
or any part of it without our prior written consent.
9. REPRESENTATIONS AND WARRANTIES
You represent, warrant, and undertake that at all times throughout
the Term: (i) you have the rights, authority and any required consents
to enter into the Agreement and to exercise your rights and perform your
obligations in accordance with this Agreement; (ii) you are acting in a
business capacity on behalf of your business and not as an individual
or as a consumer; (iii) your use of each Programme is solely for lawful
business purposes; (iv) all Advertiser Materials and your use of the
Yahoo! Company Sites and Programmes (and the use of those that use your
account) will be free of viruses and/or other computer Programming
routines or any other items that may damage, interfere with or adversely
affect or hinder access to any Yahoo! Company Site, Programme, data,
computer or network, or impose an unreasonable or disproportionately
large load on our systems or infrastructure (as we determine in our sole
discretion), or change a user’s settings or create a series of
multiple, sequential, stand-alone advertisements (including by pop-up
window or pop-under window); (v) you will not engage in, nor cause
others to engage in, spamming, phishing or improper, malicious, or (as
we determine in our discretion) fraudulent clicking, impressions, or
marketing activities relating to any Yahoo! Site or Programme; (vi) you
will comply with the applicable Programme Terms and all provisions of
the Agreement; (vii) you will at all times ensure that any personal data
you collect is collected, stored, processed and dealt with in
accordance with all applicable data protection and privacy Laws,
including without limitation, you will not combine, co-mingle, compare
or match any information that you legally collect via your Advertiser
Materials on any part of the Distribution Network with any personal
information, clickstream or cookie information that you have; and (viii)
the Advertiser Materials, the site(s) to which the Advertiser Materials
and any other material and technology in connection therewith link, and
any act by you relating to the Programmes and the Yahoo! Entities
i. comply at all times with all applicable laws, statutes, statutory
instruments, contracts, or regulations, advertising and marketing codes
of practice (whether self-regulatory or otherwise) and our policies or
guidelines (which we may amend from time to time in our absolute
discretion) (collectively, “Laws”) in any of the jurisdictions where any
Information is distributed and/or displayed;
ii. if your Advertiser Materials or relevant site(s) are an investment
advertisement within the meaning of any applicable financial services or
securities markets Laws, your Advertiser Materials and sites at all
times comply with those Laws and the relevant advertiser is at all times
authorised to carry out such activities, and, unless you are an
“authorised person” within the meaning of the Financial Services and
Markets Act 2000 ("the Act"): (1) do not constitute an invitation or
inducement to engage in investment activity within the meaning of the
Act; or (2) have been approved by an "authorised person" within the
meaning of the Act or are otherwise permitted under the Act and you have
expressly notified us in writing of this;
iii. not at any time infringe any Intellectual Property Right of any third party;
iv. not at any time breach any duty toward, or rights of, any person or
entity, including rights of publicity and/or privacy, or any consumer
protection Laws, and have not otherwise resulted in or are not likely to
result in any claims relating to consumer fraud, product liability,
tort, deceptive trade practices, breach of contract, or any other form
of illegal practice, injury, damage or harm of any kind to any person or
v. where you are advertising gambling, the gambling which you are
advertising by virtue of the Insertion Order attached is based in and
operated out of either Great Britain, an EEA State, Gibraltar or a
country or place which has been deemed by the Secretary of State to be
treated as if it were an EEA State pursuant to clause 331(4) of the
Gambling Act 2005, and all necessary licences and permits to conduct the
gambling operation in that country are validly in place;
vi. not at any time contain any false, deceptive, misleading, unethical,
defamatory, libelous, or threatening material or any obscene or
blasphemous material; and
vii. not (as determined by us) reflect poorly on or tarnish the reputation or goodwill of a Yahoo! Entity.
You warrant, represent and undertake that you will not, and will not
permit anyone to: (i) modify, adapt, reformat, recompile, transmit,
publish, license, reverse engineer, disassemble, reconstruct, decompile,
copy, or create derivative works of, transfer or sell any Yahoo!
Company Sites or Programmes, any aspect or portion thereof, or
Confidential Information, including source code or algorithms (except as
expressly authorised by Yahoo! in writing or to the extent permitted by
applicable Law); or (ii) alter, remove, cover or otherwise deface any
identification, trademark, copyright, or other notice from any aspect of
You shall fully indemnify, defend, and hold harmless the Yahoo!
Entities from all claims, liabilities, losses, damages, penalties,
fines, costs and expenses, whether actual or alleged (collectively,
“Claims”) including reasonable legal fees and any taxes in relation to
those Claims, that arise out of or in connection with any act or
omission by you or your Authorised Users in connection with the
Agreement, including any infringement or alleged infringement of any
third party Intellectual Property Rights or of the Agreement. You agree
to be solely responsible for defending any Claim against a Yahoo!
Entity, unless the relevant Yahoo! Entity elects to participate in or
take control of any Claim with advisors of its own choosing. You will
not agree to any settlement that imposes any obligation or liability on a
Yahoo! Entity without our prior written consent.
11. WARRANTY DISCLAIMER
All Programmes, Advertiser Materials provided by us, Distribution
Network, indexes, Yahoo! Company systems, Yahoo! Company Sites and
documentation are provided on an “as is” basis, without warranty of any
kind, whether express or implied by statute, common law or otherwise,
all of which are hereby excluded to the extent permitted by applicable
law, and that your use thereof is at your own risk.
12. LIMITATION OF LIABILITY
The maximum aggregate liability of all Yahoo! Entities to you in
contract, tort or otherwise howsoever arising for any liability which is
not otherwise limited or excluded under the Agreement in respect of any
one or more incidents or occurrences arising during any successive six
month period (the first such period commencing on the date of this
Agreement) shall be limited to a sum equivalent to the amounts actually
paid by you to us pursuant to the Agreement in the relevant six month
period. In no event shall any Yahoo! Entity be liable to you in
contract, tort or otherwise (including any liability for any negligent
act or omission or breach of statutory duty) for any loss of revenue,
profits, business, contracts, anticipated savings, wasted expenditure,
damage to reputation or goodwill, loss of or loss of use of data, or any
indirect or consequential loss or damage whatsoever, howsoever arising
out of or in connection with the Agreement or any breach thereof even if
it was advised in advance of the possibility of such loss or damage. We
are not responsible for any acts or omissions of any third party in
connection with the Agreement, including with respect to clicks and/or
impressions by any third party on your Advertiser Materials.
Notwithstanding anything to the contrary, nothing in this clause or the
Agreement shall be construed to exclude or limit any liability of any
Yahoo! Entity which cannot be excluded or limited under applicable law
(such as for death or personal injury caused by our negligence or for
fraud or fraudulent misrepresentation).
You may not terminate the Agreement or your participation in any
Programme and in the Yahoo! Company Sites (unless otherwise provided in
the relevant Programme Terms). Notwithstanding anything contained in the
Agreement to the contrary, we may at any time for any reason terminate
the Agreement or terminate, suspend or limit your participation in any
Programme or part thereof, discontinue offering the Yahoo! Site, Yahoo!
Companies or third party distributors and/or Programmes. None of the
Yahoo! Entities shall have any liability for any such termination. Upon
termination, suspension, or discontinuation of any Programme or your
participation therein, all and any outstanding payment obligations
incurred under the Agreement will become immediately due and payable.
These Master Terms and Conditions shall terminate automatically if
you have terminated all Programme Terms and Insertion Orders. Any
suspension or termination (howsoever caused) shall not affect any
accrued rights or obligations of either party or the Yahoo! Entities nor
shall it affect the continuation in force of any provision of these
Master Terms and Conditions and Programme Terms which by implication are
intended to survive any termination or suspension of the Agreement, and
any provisions under Sections 1 (Introduction and Definitions), 7 (Use
of Information), 8 (Confidentiality and Privacy), 12 (Limitation of
Liability), 13 (Termination), 15 (Choice of Law) and 16 (Other) of these
Master Terms and Conditions.
Following termination of this Agreement you agree to immediately
cease: (i) using the Yahoo! Company Sites and any Programme or Third
Party Products; (ii) any other distribution of your Advertiser Materials
by any Yahoo! Entity which has been suspended or terminated; and (iii)
using all Information, data, programme code or software, user names and
passwords, Intellectual Property Rights and Confidential Information
(and destroy all copies thereof and, if requested by us, promptly
certify such destruction in writing to us).
We may give notices to you by posting them on any Yahoo! Company Site
or by written notice (at our discretion), including by email, to the
address provided by you to us. It is your responsibility to ensure that
your contact and account information is current and correct, and you
must promptly notify us in writing of any changes to such information.
All notices to us shall be sent, as applicable: (a) to Yahoo! either by
email to firstname.lastname@example.org or, where applicable, by
email to our designated account manager as notified by us to you; or
(b) for Display Advertising Programmes, to email@example.com.
Notices will be deemed received when an email is received in full in the
place of receipt, save where it is received on a weekend or public
holiday, in which case it will be deemed received on the next business
15. CHOICE OF LAW
The Agreement shall be governed by and construed in accordance with
English law, and you agree to submit any disputes arising in connection
with this Agreement to the exclusive jurisdiction of the English Courts.
You acknowledge and agree that, subject to Section 7 (Use of
Information) relating to the submission of and any changes to your
Advertiser Materials: (i) the Yahoo! Entities have complete editorial
freedom in terms of the content, look and feel and technical aspects of
the Yahoo! Company Sites and the Programmes, and the distribution of
your Information to end users; and (ii) the organisation,
specifications, availability and/or appearance of any Yahoo! Company
Sites, Third Party Products, or any other systems or property provided
by any Yahoo! Entity may be modified at any time at the Yahoo! Entities’
The Agreement and any other document or information expressly
referred to therein constitute the entire agreement between you and us
regarding the subject matter to which it relates and supersede and
extinguish all previous agreements, understandings, proposals,
representations, claims, and communications regarding that subject
matter. Nothing in this Section shall exclude or restrict the liability
of either party for fraud or fraudulent misrepresentation.
In the event of a conflict between the Master Terms and Conditions,
the Programme Terms, and/or an Insertion Order, the conflict shall be
resolved to the extent necessary to do so according to the following
order of precedence: (1) Insertion Order provided that: (i) it has been
properly executed on behalf of both you and us by duly authorised
representatives; and (ii) any variation of the Programme Terms or Master
Terms and Conditions by such Insertion Order shall only apply to the
campaign to which that Insertion Order relates; (2) Programme Terms and
(3) Master Terms and Conditions.
The failure or delay of Yahoo! to enforce any provision of the
Agreement or other rights or remedies under law shall not constitute a
waiver or limitation of Yahoo!’s rights to enforce any provision of this
Agreement or to exercise any other such rights or remedies.
The provisions of this Agreement are severable, and if any provision
of the Agreement is held invalid, illegal or unenforceable for any
reason, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of the remainder of the
We shall have no liability under the Agreement (to the extent
permitted by applicable law) 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
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 to any
third party, except that any Yahoo! Company from time to time may
directly enforce any right or remedy of Yahoo! under these Master Terms
and Conditions and any Programme Terms (as if such Affiliate was
You may not assign, sublicense, or transfer the Agreement or any part
of it. Any assignment, transfer, or attempted assignment or transfer by
you shall be of no force or effect. We and our subsequent assignees may
assign, delegate, sublicense, or otherwise transfer from time to time
this Agreement or any part of it to any person or entity at any time
without your consent. Any rights not expressly granted in the Agreement
are reserved by us, and all implied licences are disclaimed.
making them available on the Yahoo! Company Sites and/or by providing
notice in accordance with Section 14 (Notices). Any use by you or
Authorised Users of any Programme after such notice shall be deemed to
be continued acceptance by you of the then current Agreement and Privacy
Policy. If you do not agree to such amended Master Terms and
immediately: (i) notify Yahoo! in writing; and (ii) stop using the
Yahoo! Sites and any Programmes.
You understand and agree that services and obligations to be
performed by us may be performed by other Yahoo! Companies and/or
third-party service providers.
If you are an advertising agency or other entity representing
advertisers or you allow Affiliates or Authorised Users or other
advertisers (each a “Third Party”) access to or use of the Programmes or
to enter into Insertion Orders, this Section applies to you
Representative agrees to ensure that all provisions of this Agreement
are complied with by both Representative and any Third Party which it
represents. Representative shall be directly liable to us for any act or
omission in this regard. Other than Authorised Users, Representative
shall ensure that only Representative deals with us and no Third Party
may do so.
Representative represents, warrants and undertakes that at all times:
(i) it is the authorised representative of an advertiser and is
authorised to enter into and perform the Agreement the advertiser’s
behalf; (ii) it will not, without our prior written consent: (a) make
any representation or warranty concerning any Yahoo! Company Site or
Programme or Yahoo! Entity, including that it is an affiliate,
distributor or partner of a Yahoo! Entity; (b) act on behalf of, or
otherwise make any promises or commitments to any advertiser or
potential advertiser on behalf of any Yahoo! Entity; or (c) engage in
any telesales or telemarketing in connection with any Yahoo! Company
Site or Programme, and (iii) it will perform its duties pursuant to the
Agreement in a professional manner consistent with our requirements.
Upon our request, Representative will immediately deliver to us each
agreement that authorises Representative to act on the advertiser’s
behalf in connection with the Agreement. If a Representative’s
relationship with an advertiser terminates, any of the Representative’s
advertisers may continue to use any of their Advertiser Materials, and
Representative shall no longer have API Access for such advertiser’s
accounts. Representative shall not at any time, whether during or after
the Term, use data or information received in connection with the
Agreement to conduct any marketing efforts in particular to do that
targeted at our advertisers. During the Term and for twelve (12) months
after termination thereof, Representative shall not, directly or
indirectly, contact, refer, or solicit any of our employees,
consultants, or agents.
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 (Payment) of these Master Terms and Conditions, and
Representative. Representative acknowledges that we may directly contact
any advertiser represented by Representative, including if we have not
received payment for such advertiser’s account by the due date for
payment of the applicable invoice.
In the Agreement, (i) “we,” “us,”, “our” and “Yahoo!”, means Yahoo!
UK Limited, a company incorporated in England and Wales (company number
3244285 VAT number GB892211528) with its registered office at 5th Floor,
125 Shaftesbury Avenue, London WC2H 8AD. Yahoo! UK Limited is a
wholly-owned subsidiary of Yahoo! Inc.; (ii) “Yahoo! Company” means
Yahoo! or any Affiliate of Yahoo!; (iii) “Yahoo! Entities” means the
Yahoo! Companies and their officers, directors, employees, and any other
third-party service providers, and the Distribution Network; (iv)
“Yahoo! Company Sites” means all the sites that are owned, operated or
hosted by or for the Yahoo! Companies; (v) “Distribution Network” means
the network of Yahoo! Company Sites, other Yahoo! Company properties,
and Third-Party Products through which we distribute Advertiser
Materials; (vi) “Third-Party Products” means third-party sites,
properties, content, applications (including mobile and/or wireless),
and/or e-mails that make Advertiser Materials available; (vii) “you” and
“your” means the entity entering into this Agreement with Yahoo!;
(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) “Authorised Users” means any
person or entity acting or apparently acting on your behalf in
connection with this Agreement; (x) “Advertiser Materials” means your
advertisements displayed by us on your behalf on the Distribution
Network pursuant to this Agreement, to which the relevant Programme
Terms apply, all suggestions you use or information, data or any other
material that is provided or used by you or on your behalf in connection
with the Agreement and/or on your site and any other advertising
material which you provide to us in connection with this Agreement
(including all contents, trademarks and brand features contained in any
advertiser materials); (xi) “Intellectual Property Rights” means any
copyright, design right, database right, patent, trademark, or other
intellectual property or proprietary right (whether registered or
unregistered), or any rights and forms of protection of a similar nature
or having equivalent effect anywhere in the world.
19. YAHOO! UK LIMITED
You acknowledge that Yahoo! UK Limited enters and fulfils the
Agreement as principal, and in the event of any claim or suit brought by
you in respect of the Agreement you shall only have recourse to Yahoo!
UK Limited and to no other Yahoo! Company.
SPONSORED SEARCH PROGRAMME TERMS
These Sponsored Search Programme Terms (the “Programme Terms”) apply
to paid placement listings for advertising. We provide you with access
to the Sponsored Search Programme subject to your compliance with the
Agreement. In the event of any inconsistencies between these Programme
Terms, the provisions of any relevant Insertion Order and our Master
Terms and Conditions, the relevant provisions of Section 16 of the
Master Terms and Conditions shall apply.
Terms defined in the Master Terms and Conditions shall have the same
meanings in these Programme Terms. In addition, “Selected Advertiser
Materials Groups” means the keywords you select, as well as certain
misspellings, singular/plural combinations, and other related keywords
that we may map to your Advertiser Materials based on the keywords, your
Advertiser Materials themselves, and/or the websites to which the
Advertiser Materials link. For example, and without limiting the
foregoing, if you select the keyword “book,” your Advertiser Materials
may also appear in response to the keywords “books” or “buy books.” At
the discretion of any Yahoo! Entity, Advertiser Materials may include a
title, description, text, and/or graphics.
2. SUBMISSION OF ADVERTISER MATERIALS, BUDGETING AND ADVERTISER MATERIALS DISPLAY PROCESS
SUBMISSION OF ADVERTISER MATERIALS. Unless you
choose otherwise at the time you submit Advertiser Materials, Advertiser
Materials may be included by us in each of our products and services
from time to time. If you wish to include Advertiser Materials in
particular products or services, cancel Advertiser Materials or make
changes to your bids or budgeting, you must do so using your Account
Management Method, or other means notified by us to you on request. You
may terminate your participation in this Programme and cancel your
Advertiser Materials in any part of the Distribution Network at any time
by providing notice to us in accordance with Section 14 (Notices) of
the Master Terms and Conditions.
You can submit Advertiser Materials, or make changes to existing
Advertiser Materials via those Yahoo! Company Site(s) which allow you to
do so , currently located at
and any associated pages.
You may request that we assist you with the submission of Advertiser
Materials, upon payment of an up-front fee to us for such assistance, as
specified by your Campaign Management Method, in accordance with the
payment provisions under the Agreement.
BUDGETING. In order to access and use the Sponsored
Search Programme for Advertiser Materials you will be required to pay
an up-front initial deposit to us, as specified by your Campaign
Management Method, in accordance with the payment provisions set out
under the Master Terms and Conditions.
You may, using your Campaign Management Method:
a. be required by us from time to time to specify an amount (in whole
pounds sterling) to be put on account for your use of the Sponsored
Search Programme prior to your using the Sponsored Search Programme,
which will be paid up-front to us; and
b. specify that you do not wish us to top-up your account, in which
case your Advertiser Materials will be suspended from the Distribution
Network when we determine that your account has insufficient funds,
until such time that you do top-up your account; or
c. agree that your account will immediately be topped-up by a
specific amount (as specified by you, in whole pounds sterling) if your
account contains only three days’ (or less) worth of funds based on your
average account spend.
Amounts to be put on account or to top-up your account are as
specified by you by means of your Campaign Management Method, and are
subject to any minimum amount that we may require. Unless you specify a
different top-up amount, or specify that you do not wish to top-up your
account, then the top-up amount will be the same as the initial amount
you placed on account. Your account may be subject to minimum monthly
spend amounts as notified to you by us on the Yahoo! Company Sites from
time to time. If you elect to set a budget to apply in relation to
relevant words or phrases then a target monthly budget will be
calculated by us in our absolute discretion based on the amount you have
specified. If at any time we determine that any such target monthly
budget may be exceeded, we may suspend the relevant Advertiser Materials
from the Distribution Network for such time as it deems necessary or
desirable for the target monthly budget not to be exceeded.
If you choose to set a budget or change that budget then the start
date of the target monthly budget period will be reset as soon as
commercially practicable thereafter.
You may require (in writing) Yahoo! to return to you: (i) any monies
on your account less any fees then payable by you; and (ii) any amount
by which your target monthly budget (if any) has been exceeded by more
than 10% except to the extent that we suspend or terminate your use of
the Yahoo! Company Sites, any Programme or the Agreement or any part of
it for any act or omission by or on behalf of you. This is your sole and
exclusive remedy if your target monthly budget is exceeded. We may
close accounts which have been inactive for more than 24 months. If
following such termination, a credit balance remains on your account, we
will use our reasonable endeavours to refund such balance, less any
non-refundable amounts and a reasonable account closing fee. If we are
unable to do so using the contact information we hold, we shall dispose
of any balance pursuant to the Agreement and our policies and
The Yahoo! Company Sites or Distribution Network may not be available
or your access to it or your Advertiser Materials suspended if we have
not received the above fees and amounts.
During the period of any such suspension, relevant Advertiser
Materials are de-listed and the bidding process starts again as if the
relevant bid for the de-listed Advertiser Materials has not been placed.
You agree that the charges that you shall pay for the Sponsored
Search Programme will include, in addition to any applicable service
fees, charges for all clicks on your Advertiser Materials, subject only
to any maximum bid price and budgeting arrangements as set out above.
The charges are in addition to the fees for any other Programmes. Your
Advertiser Materials are subject to the then-current minimum bid
requirements for particular words or phrases as specified on the Yahoo!
Company Sites from time to time. Unless otherwise agreed in writing by
us, the charges will be deducted from the amount you initially placed on
account or the amounts by which your account is topped-up as envisaged
under these Programme Terms.
You can submit a maximum bid amount that you will pay to us for each
click on the relevant Advertiser Materials displayed in relation to the
word or phrase for the relevant Advertiser Materials.
If the bids of other advertisers for the same words or phrases
relating to their Advertiser Materials increase then you agree that we
may, at our sole option and taking into account additional factors such
as the relevancy of your Advertiser Materials, automatically increase
your bid to a value of £0.01 higher than the then highest bid, without
exceeding any maximum bid you have specified in accordance with these
ADVERTISER MATERIALS DISPLAY PROCESS. We will
compare your bid amount for the relevant word or phrase relating to the
Advertiser Materials against all other advertisers bidding on that word
or phrase for their own Advertiser Materials. We will determine in our
absolute discretion the position in which your Advertiser Materials will
appear on the basis of certain criteria which may include, but are not
limited to, the relevancy of your Advertiser Materials and your bid
You acknowledge and agree that (i) all advertisers may bid on any key
word or phrase (including trade marks) in accordance with our policies;
and (ii) your Advertiser Materials may not be displayed if, for a given
word or phrase, there are less available display positions than
advertisers bidding. Advertiser Materials may appear shortened
(truncated) on some implementations throughout the Distribution Network.
3. ANALYTICS. As part of the Sponsored Search
Programme, at your option, we may provide you with proprietary software
code and related tools (collectively, “Yahoo! Code”) for insertion on
each of your websites to enable the analytical tools available for your
account (“Analytics”). If you install the Yahoo! Code, code may be
delivered into the Internet browser of visitors to your site(s) during
their interaction with your site(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
Programme account during the term of these Programme Terms to use,
execute, and display the YahooCode on your website solely for the
purposes set forth in this Section 3. You agree that during the
Analytics set-up process, we may append certain parameters to the URL
associated with your Advertiser Materials to enable Analytics. You agree
that you will not edit or delete such parameters, which would prevent
the proper functioning of the Analytics and would render impaired or
4. YAHOO! CODE. At all times while the Analytics or
Yahoo! Code is on your website(s), you agree to: (i) obtain all rights
and permissions necessary for the Yahoo! Companies to use the Analytics
at: http://info.yahoo.com/privacy/uk/yahoo/, including using cookies,
web beacons and/or other monitoring technologies to compile anonymous
statistics about visitors to your website and to monitor certain pages
of your website for the purposes of reporting web traffic, statistics,
advertisement ‘click-throughs’ and/or other activities, and also
including information on how visitors to your website may disable such
monitoring technologies; and (ii) maintain and adhere to a privacy
policy on your website which shall, as a minimum: (a) be available as a
clear and conspicuous link from the main page of your website and any
other website page where visitors may provide personally identifiable
information; and (b) comply with all applicable data protection Laws,
including informing end users of such Analytics and ensuring a
justification is met for processing any personal information in
connection with the Analytics and obtaining all rights, consents and
permissions necessary or desirable for us to use data as envisaged under
5. EFFECTS OF TERMINATION. Sections 2 (Submission of
Ads, Budgeting and Advertiser Materials Display Process), 3 (Analytics)
(last sentence only) (Analytics), and this Section 5 herein shall
survive any termination of these Programme Terms.
6. ADDITIONAL TERMS. You must ensure that Advertiser
Materials (including as displayed) are acceptable to you or your
advertiser (if applicable) (including that the URL or hyperlink
submitted by you works and has not been broken at any time) and comply
with the other provisions of the Master Terms and Conditions (even where
we have assisted you with the submission of those Advertiser
7. OPTIMISATION. For non-invoiced advertisers only,
Yahoo! may help you optimise your account(s) by creating new ads in your
account(s) and/or adding and removing keywords to your account(s).
Yahoo! identifies those accounts which it considers would benefit
from optimisation and are appropriate for optimisation, and therefore
you may find that some but not others of your accounts are optimised in
this way. We will notify you via email of such changes made to your
account(s), and will include a spreadsheet of such changes upon your
written request. If you would like any of such changes reversed, please
reply to such email within 14 days of receipt and we will reverse the
change(s) you specifically identify as soon as practically possible.
Yahoo!’s optimisaton permissions shall not extend to varying (i) budgets
you have set, or (ii) maximum bid prices you have set.
Notwithstanding the foregoing, you remain responsible for all changes
made to your account(s), including all click charges incurred prior to
any reversions being made. It is your responsibility to monitor your
account(s) regularly and to ensure that your account settings are
consistent with your business objectives.
DISPLAY ADVERTISING PROGRAMME TERMS
These Display Advertising Programme Terms (the “Display Advertising
Programme Terms”) apply to the display and distribution of your
Advertiser Materials throughout our Distribution Network subject to your
compliance with the Agreement.
In the event of any inconsistencies between these Display Advertising
Programme Terms, any Insertion Order and the Master Terms and
Conditions, the relevant provisions of Section 16 of the Master Terms
and Conditions shall apply.
Terms defined in the Master Terms and Conditions shall have the same
meanings in these Display Advertising Programme Terms. In addition,
“Click-Through” means the initiation of a user presence at any site that
originates from any of the Advertiser Materials posted by us pursuant
to your Insertion Order as recorded by our advertiser reporting system
and ‘Ad Specifications’ means the technical and creative guidelines
posted at http://uk.solutions.yahoo.com/index.html and at
2. DISPLAY OF ADVERTISER MATERIALS
Except as otherwise expressly agreed between the parties, positioning
of Advertiser Materials within the Distribution Network is at our
absolute discretion and we may display Advertiser Materials for any
product or business which competes with your product or business in any
part of the Distribution Network.
3. USAGE STATISTICS
Your Advertiser Material usage statistics are available at
http://advertiser.yahoo.com/. Username and password access will be
provided to you 48 hours after campaign launch. You should also refer to
the provisions of Section 7 of the Master Terms and Conditions in
respect of such usage statistics and the levels of impressions and/or
4. PROVISION OF ADVERTISING MATERIALS.
4.1 You must provide all Advertiser Materials (including GIF or JPEG
files) in accordance with the Agreement and within the following
delivery deadlines (to be sent to firstname.lastname@example.org):
(i) at least 3 working days in advance of start date for new campaigns;
(ii) at least 2 working days in advance of change date for creative changes; and
(iii) at least 5 working days in advance of start/change for rich media requirements.
All creative must comply with our Ad Specifications.
We will not be required to publish any Advertiser Materials that have
not been provided accordingly, and we reserve the right to charge you,
at the rate specified in the Insertion Order, for inventory which does
not comply, pending our receipt of compliant Advertiser Materials. We
may charge you £1,000 for each late delivery of compliant Advertiser
Material for any Front Page campaign and £250 for any other campaign
within the Distribution Network.
4.2 We reserve the right to run or not run any creative (or part thereof) in our absolute discretion.
5. ADDITIONAL PAYMENT TERMS
5.1 You shall pay for all impressions, clicks and/or Click-Throughs
in respect of your Advertiser Materials that we deliver in accordance
with the Agreement.
5.2 Where you agree to spend an aggregate amount of money over a
period of time, you must spend at least 20%, and at most 33%, of such
amount in each quarter of that period, subject to availability of the
6. DIRECT RESPONSE BOOKINGS
Where your Insertion Order relates to Direct Response product:
6.1 sections 5.2 and 9.1 of these Display Advertising Programme Terms shall not apply; and
6.2 the following provisions shall apply:
(i) we will use our reasonable endeavours to meet the times, dates
and/or positions agreed with you in writing. However: (a) we do not
guarantee the times, dates, positions and/or delivery of the Advertiser
Materials and they are subject to change by us; and (b) we do not
warrant that the Advertiser Materials will not be displayed after the
end date specified;
(ii) charges shall be based on actual delivery of impressions, as measured by Yahoo!;
(iii) for dynamically priced campaigns, the effective CPM will be
determined based on your target goals (e.g. CPC, CPA or CPL). You give
Yahoo! the right to adjust the location of and price for the Advertising
Materials (if any) as long as the overall effective CPM for the
campaign does not exceed the Maximum CPM set out in the Insertion Order.
Where you use a third party ad server pre-approved by us, which cannot
account for dynamic pricing, we will report total cost to you in order
for you to accurately determine your effective CPM.
7.COST PER CLICK
The following additional terms apply to all cost per click deals:
7.1 you must provide us with fresh creative frequently (and in any event
not less than every 2 weeks) during the term of the Insertion Order so
as to increase the likelihood of a higher number of Click-Throughs; and
7.2 all Advertiser Materials must invite the user to click on the
advertisement. We reserve the right to reject any Advertiser Materials
which do not in our opinion invite the user to click.
8. SPECIAL ADVERTISER MATERIAL POSITIONS
8.1 Where a line ID in the Insertion Order refers to a ‘Microsite’, we
will provide and host a microsite, incorporating the Advertiser
Materials, within the Yahoo! Company Site to which that line ID relates.
8.2 Where a line ID in the Insertion Order refers to ‘Development Fees’,
the sum indicated shall be payable to us for creative development fees
for building Advertiser Materials or creating other content for you.
8.3 Where a line ID in the Insertion Order refers to ‘Sponsorship Type
A’, we will provide branded masthead with LREC (on pages where this
position exists) within the Yahoo! Company Site/pages to which that line
8.4 Where a line ID in the Insertion Order refers to ‘Sponsorship Type
B’, we will provide a product homepage takeover (ie. all advertising
positions which exist on that product homepage), within the Yahoo!
Company Site homepage to which that line relates.
8.5 Where a line ID in the Insertion Order refers to ‘Sponsorship Type
C’, the words “sponsored by” shall appear in relation to the Yahoo!
Company Site/pages to which that line relates.
8.6 Where a line ID in the Insertion Order refers to ‘Sponsorship Type
D’, the background of the Yahoo! Company Site/pages to which that line
relates shall be altered to a colour agreed between you and us.
8.7 Where a line ID in the Insertion Order refers to ‘IMV’, we will provide an IMV incorporating the Advertiser Materials.
9. LIMITATION OF LIABILITY
9.1 If we fail on any guaranteed inventory order to publish
any Advertiser Material or deliver the number of impressions or
Click-Throughs provided in the Insertion Order, our liability will be
limited (at our option) to either: (a) as soon as reasonably
practicable, publishing the Advertiser Material (or any replacement
Advertiser Material provided by you and accepted by us) in positions
agreed in writing between the parties for such time as is necessary to
generate a number of substitute impressions or Click-Throughs to make up
the shortfall; or (b) refunding to you the relevant proportion of the
amounts paid in advance by you in respect of the relevant Advertiser
Materials which were not published / delivered, provided that such
Advertiser Materials were provided by you in accordance with the
Agreement. If the amounts were not paid in advance by you, you agree
that such amounts will not be due or payable by Yahoo!.
9.2 Where you use a third party server to serve Advertiser Materials to
us: (a) we will have no liability and you will hold only the third party
server (and not us) liable for the failure to publish any Advertiser
Material or deliver the number of impressions or Click-Throughs provided
in the Insertion Order or any other loss of any kind suffered by you
where those failures or losses are due to or arise out of or in
connection with any act or omission of the third party server; (b) the
statistics provided by us are the official and definitive measurements;
and (c) we may terminate at any time in our absolute discretion the
right of the third party server to serve your Advertiser Materials to
the Distribution Network. In the event of such termination, we may serve
the Advertiser Materials instead.
10. RENEWAL; TERMINATION; EFFECTS OF TERMINATION
10.1 Except as expressly set out in the Insertion Order, any
renewal of the Insertion Order and acceptance of any additional
Advertiser Materials will be at our sole discretion. The rates
applicable to such renewal period (if any) are subject to change by us
from time to time in our absolute discretion.
10.2 You may not cancel an Insertion Order under these Display
Advertising Programme Terms unless otherwise agreed with us in writing.
10.3 If you terminate the Display Advertising Programme Terms, all terms
and conditions of these Display Advertising Programme Terms shall
survive until such time as all Insertion Orders under this Programme
have ended. This Section 10 (Renewal; Termination; Effects of
Termination), Section 3 (Usage Statistics) and Section 9 (Limitation of
Liability) of these Display Advertising Programme Terms shall survive
termination of these Display Advertising Programme Terms.
These Display Advertising Programme Terms are subject to the Master Terms and Conditions.
Last updated: 1 April 2009