1. INTRODUCTION. We provide you, and, if applicable, any of your Authorized Users (defined below) access to certain products, services, code, and/or programs (collectively, “Programs” and each, a "Program) for your use, subject to your acceptance of and compliance with these Advertiser Master Services Terms and Conditions (the “Master Terms and Conditions”), the terms and conditions of the Programs in which you enroll (the “Program Terms” (whether appended herein or entered into separately from time to time)), and the terms and conditions of any applicable IO(s) (defined below) that you or your Affiliate (defined below) enter into (provided that in the case your Affiliate enters into an IO, such IO specifically references these Master Terms and Conditions and/or applicable Program Terms), including any renewal IOs (whether online or offline, each an “IO”) (collectively, the "Agreement). In the Agreement, (i) “we,” “us,” and “our” means Yahoo India Private Limited. (“Yahoo! ” or “Yahoo! Search Marketing or “YSM””), (ii) “you” and “your” means the entity signing the IO and any of its Affiliates who execute an IO for any Program, (iii) “Affiliate” means a person or entity that directly or indirectly controls, is controlled by, or is under common control with another person or entity, and the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities or a written voting rights agreement. These Master Terms and Conditions, and applicable Program Terms and IOs, shall apply to all Programs in which you have enrolled. The term of the Agreement will commence on the date you enroll as an Advertiser and will end when terminated by either party in accordance with the terms of the Agreement (the "Term"). If there is an IO, the Term will commence on the Effective Date set forth in the initial IO, and will continue in effect for the term and/or until the end date if specified therein or in any renewal IOs, unless earlier terminated by either party in accordance with the terms of the Agreement and (iv) “Authorized Users” mean your agents, representatives, contractors, and any person or entity acting or apparently acting on your behalf. These Master Terms and Conditions and applicable Program Terms shall only apply to IOs and/or Programs you enter into with us from time to time which reference these Master Terms and Conditions and/or the applicable Program Terms. Yahoo! is an Affiliate of Yahoo! Inc. and operates as a separate business entity under the Yahoo! Search Marketing brand and our Programs may carry the Affiliate or Yahoo! Search Marketing brands. Yahoo! may use the Affiliate or YSM Programs to advertise certain of their respective products and services.
2. PAYMENT. For any Program in which you enroll, we will invoice you monthly, and you must pay us within sixty (60) days after the invoice date. All amounts shall be exclusive of all the applicable taxes, duties, and levies including service tax and value-added tax. The aforesaid terms of credit are subject to a credit application, which you must file unless we have an up-to-date application in our record. If you do not submit a credit application, if we deny credit, or if your credit becomes impaired after the start date (all in our sole discretion), we may require payment in advance. You will pay (i) a late fee equal to 2% monthly (or the highest amount allowed by law if less than 2%) of all amounts not paid on time and (ii) our reasonable expenses, including attorneys' fees and costs, incurred in collecting past due amounts. We may suspend performance, remove your ads, and/or terminate any agreement with you, if you do not make timely payment or if your credit becomes impaired. Except as may be set forth herein, all payments for service fees, unused promotional credits issued to you, and initial deposit(s) are non-refundable and are our property. You agree to submit any disputes about charges to your account in writing to us within 60 days of such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge. Accounts with no activity for more than 12 months may be closed by us and shall be assessed an account closing fee not to exceed INR 1000 (Rupees One Thousand Only). If a balance remains, we will endeavour 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 shall dispose of the credit balance pursuant to the Agreement and our policies and procedures.
3. ACCESS. All website pages that are owned, operated, or hosted by or for us are referred to herein as the “YSM Websites.” You agree that you will not: (i) use any automated means, including agents, robots, scripts, or spiders, to access, monitor, or manage your account with us, except those automated means expressly made available by us or authorized in advance in writing by us (for example, third party tools approved by us), or (ii) bypass any robot exclusion headers on the YSM Websites (including using any device, software, or routine to accomplish that goal), or interfere or attempt to interfere with the proper working of the YSM Websites, Programs, or YSM systems. Our Programs, including formatting, access-restricted YSM Websites, passwords, and access codes related to your account may not be used by, nor made available to, any third party, except Authorized Users. Authorized Users must comply with the Agreement and you are liable for their violation of the Agreement and their acts and omissions in connection with the Agreement, including any charges they may accrue. You may use data made available to you in connection with a Program solely for internal use to manage your search marketing accounts and you will not publish such data. In order to improve our Programs, we frequently conduct traffic tests, and you agree to pay for all charges for the services rendered (as set forth in the applicable IO or your online account) during those testing periods. We may redesign or modify the organization, specifications, structure, and/or appearance of any YSM system, YSM Website, or page where your ads may be displayed. Further, we reserve the right to discontinue offering any Program or part thereof. You understand that your ads may be distributed based upon certain user targeting initiatives. Your Information (defined below) and ads must comply with our policies and specifications, which we may change from time to time in our sole discretion. We and/or our Affiliates may from time to time provide free clicks, free impressions, and/or discounts, including in connection with contests, incentives, promotions, or donations. You agree to promptly notify us in writing if you become aware of a potential breach of security relating to your accounts with us, such as the unauthorized disclosure or unauthorized use of your user name or password.
4. YOUR SITE. You agree that we are not responsible for any aspect of your or third party website(s). You represent, warrant, and covenant that: (i) all information, including all titles, descriptions, listings, abstracts, keywords, domain names, content of any ads, data, data feeds, URLs, and, if applicable, Selected Ad Groups you provide, approve, or that is provided or approved on your behalf in connection with the Agreement and/or on your website (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. The “Distribution Network” means the network, including, as applicable for the relevant Programs, the YSM Websites, properties, and Third Party Products, through which your ads are distributed. “Third Party Products” mean collectively third party websites, properties, content, applications (including mobile and/or wireless), and/or e-mails that make ads available as a link from, an add-on service to, or otherwise in connection with the Distribution Network.
6. REPRESENTATIONS AND WARRANTIES. You represent, warrant, and covenant that: (i) you have sufficient authority to enter into the Agreement; (ii) you are a business, not a consumer; (iii) your use of each Program is solely for lawful commercial and business purposes; (iv) all Information will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; (v) you will not engage in, or cause others to engage in, spamming, or improper, malicious, or fraudulent (as determined by us) clicking, impression, or marketing activities relating to any Program; (vi) 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, and any act or omission by you relating to the Programs and the YSM Entities (defined below): (1) do not violate any applicable law, statute, ordinance, treaty, contract, regulation, or YSM policy or guideline (collectively, “Laws”), and any Laws of the jurisdiction where the ads are distributed and/or displayed; (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 YSM Entity; (vii) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Programs, any aspect or portion thereof, or Confidential Information, including source code or algorithms; (viii) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect or portion of the Programs; and (ix) you will not provide access to the Programs or Confidential Information, except to Authorized Users or employees, each of whom is bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement.
7. INDEMNIFICATION. You agree to indemnify, defend, and hold harmless us (i.e. Yahoo India Private Limited) and our Affiliates, officers, directors, consultants, contractors, agents, attorneys, employees, third party service providers, and third parties providing Third Party Products (each, a “YSM Entity” and collectively, the “YSM 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, YSM system, or YSM Website, your website, or your or Authorized Users’ breach of the Agreement. You agree to be solely responsible for defending any Claim against a YSM Entity, subject to such YSM 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 YSM Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a YSM Entity without its prior express written consent.
8. WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT THE PROGRAMS, DISTRIBUTION NETWORK, INDEXES, YSM SYSTEMS, YSM WEBSITES, AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WE HEREBY DISCLAIM ON BEHALF OF ALL YSM ENTITIES ANY AND ALL WARRANTIES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
9. LIMITATION OF LIABILITY. ANY LIABILITY OF THE YSM 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 PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL ANY YSM 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 BY ANY THIRD PARTY ON YOUR ADS, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
10. TERMINATION. At any time, for any reason or for no reason, you and/or we may terminate the Agreement and/or your participation in any Program, and we may suspend your participation in any Program or part thereof, including removing your ads. YSM Entities shall not have any liability regarding the foregoing decisions. Upon termination, suspension, or discontinuation of any Program or your participation therein, all outstanding payment obligations incurred under such Program will become immediately due and payable. Provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purpose, in particular, Sections 2, and 5 through 15 of these Master Terms and Conditions shall survive termination of the Agreement.
11. NOTICES. We may give notices to you by posting on any YSM Website, or by e-mail to the address provided by you to us. It is your responsibility to ensure that your contact and account information (including your e-mail 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 registered mail, acknowledgement due requested to: Legal Officer, Yahoo India Private Limited, Unit No. 1261, 6th floor , building No.12 , Solitaire Corporate Park, No. 167, Guru Hargovindji Marg, (Andheri-Ghatkopar Link Road), Andheri (East), Mumbai – 400 093, India.
12. CHOICE OF LAW & DISPUTE RESOLUTION. Any dispute relating to the Agreement or between the parties shall be governed by the laws of the Republic of India. You agree to submit to the exclusive jurisdiction of the courts of competent jurisdiction in Mumbai. Any claim against us arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. All disputes and differences arising out of or in relation to the Agreement, shall, unless resolved amicably by mutual discussion by the parties, be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Arbitration proceeding shall be held in Mumbai in English language.
13. SIGNING. By signing the manual IO, you accept the Agreement and the terms, conditions, and notices contained or referenced herein in connection with your enrollment. In the event that this is an electronic IO: a. By clicking on the “I Accept” or similar button, you create an electronic signature to the IO, establishing a contract. In doing so, you agree to accept the Agreement; you also agree that we may supply you a copy of the IO in electronic form. Please print or save a copy of the IO for your records. You may also choose to receive a copy of the IO in non-electronic form at any time by submitting a request to us at the address set forth in the IO. b. You may choose to withdraw your consent to receive the IO in electronic form. Withdrawing your consent to receive the IO in electronic form does not change your existing obligations to us under the IO. Instead, withdrawing your consent simply means that you wish to have our relationship with you governed by a non-electronic form of the IO. If you wish to withdraw your consent to receive the IO in electronic form and to instead enter into a non-electronic form of the IO, please send a letter and self-addressed, stamped envelope to the address set forth in the IO. We then will send you a non-electronic form of the IO. Your withdrawal of consent will become effective when we mail to you a copy of the non-electronic form of IO, at which point our relationship will be governed by the terms of such IO. In either instance, the obligations that you incur pursuant to the electronic form of the IO, prior to the effective date of the withdrawal of your consent, will remain unchanged until they are fully discharged by you. c. In order to access and retain the electronic IO, 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). We will notify you of any changes in the hardware or software requirements needed to access and/or retain the IO that create a material risk that you will not be able to continue to access and/or retain the electronic IO.
15. AGENCY. If you are an advertising agency, search engine marketer, reseller, or other entity representing Advertisers (“Agency”), this Section applies, and in such case, in the Agreement, “you” and “your” means Agency, your Affiliates who execute an IO for a Program, together with Advertisers. “Advertisers” mean entities which are/will be enrolled in a Program by you. Agency shall be deemed, in addition to a Agency, an Advertiser if it enrolls itself in any Program. a. Agency 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 (including adding, deleting, editing, and creating Information, and determining bid amounts and monthly spends for ads) relating to the Advertiser’s accounts; (ii) by Agency executing an IO or otherwise enrolling an Advertiser in a Program, the Advertiser is also entering into the Agreement; (iii) Agency will not, without our prior written consent: (a) make any representation, guarantee, or warranty concerning any Program or YSM Entity, including that Agency is an affiliate or partner of a YSM 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 YSM Entity, and/or that are inconsistent with the Agreement; or (d) engage in any telesales or telemarketing in connection with any Program; and (iv) Agency will perform its duties pursuant to the Agreement in a professional manner consistent with the requirements established by us. You will indemnify, defend, and hold harmless the YSM Entities from all claims, whether actual or alleged, that arise out of or in connection with any breach of your representations, warranties and undertakings under this Section. For the avoidance of doubt, nothing herein shall affect the obligations of the Advertiser under the IO, which shall continue to bind the Advertiser, who shall be deemed to have duly executed the IO through you. Upon our request, Agency will immediately deliver to us each agreement that designates Agency as the Advertiser’s agent and authorizes Agency to act on the Advertiser’s behalf in connection with the Agreement. In the event of termination of the Agreement, Agency agrees that each Advertiser may use the keywords, titles, and descriptions of their ads. Agency 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, Agency shall not, directly or indirectly, contact, refer, or solicit our employees, consultants, or agents. b. Payment Liability. Without limiting any other provision of the Agreement, Agency 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, Agency shall be obligated to promptly pay all such amounts due to us regardless of whether it has received payment from such Advertiser. You acknowledge that we may directly contact any Advertiser represented by Agency, including if we have not received payment for such Advertiser’s account within 60 days from the date of the applicable invoice.
1. USE. We provide you access to the Sponsored Ads Program for your use. You agree that your ads, including your domain name, may be made available in connection with the Distribution Network. You understand and agree that by enrolling in Sponsored Search, you are also enrolling in Content Match. If you choose not to participate in Content Match, you must opt-out of Content Match, by logging into your account.
2. PAYMENT. You agree that, in addition to any applicable service fees, you will be charged for all clicks, telephone calls, and/or calls to action on your ads. Your ads are subject to the then-current minimum bid requirements for the Program.
3. USE OF SUBMISSIONS. By submitting or approving Information or having Information submitted on your behalf in connection with the Sponsored Ads Program, you grant the YSM Entities a non-exclusive, royalty-free, worldwide license in connection with the Program during the term of these Program Terms to: (i) use, copy, modify, and/or manipulate 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, and (iii) create and display copies (including thumbnails or full scale images) of any text, graphics, audio, images, or video on the websites to which your ads link or elsewhere. A YSM Entity may truncate, edit, refuse, reject, or remove any ad at its discretion at any time. We do not guarantee that your ads will be placed in, or available through, any part of a Distribution Network, nor do we guarantee that your ads will appear in a particular position or rank. The final decision as to inclusion, relevancy, placement, and the like is at our sole discretion.
4. ACCEPTING OUR SUGGESTIONS. By using a Selected Ad Group (defined below), title, description, link, ad, and/or other element of an ad that may be suggested by a YSM Entity, you represent, warrant, and covenant that such Selected Ad Group, title, description, link, ad, and/or element thereof is authorized by you and complies with the Agreement. You agree that none of the YSM Entities shall have any liability for Selected Ad Groups, your ads, or any changes thereto based on suggestions by a YSM Entity. “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 YSM Entity’s discretion, an ad may include a title, description, text, and/or graphics.
5. EFFECTS OF TERMINATION. Provisions of these Program Terms that are intended to survive any termination of these Program Terms, shall survive the termination of these Program.
6. ADDITIONAL TERMS. These Program Terms do not create a bailment of your listings and neither us nor any YSM Entities shall be deemed a carrier, bailee or warehouseman of any listings.
If you participate in the Analytics Program in a particular country, the following Program Terms apply, and are governed by the Master Terms and Conditions, above.
1. USE. We may provide you with Analytics in connection with a Program(s) for your use (“Analytics Program”). “Analytics” is Yahoo! Code for insertion on your webpages to enable the analytical tools available for your account. Provided that you install Analytics, Yahoo! Code will be delivered into the Internet browser of visitors to your website(s) during their interaction with your website(s). Subject to the terms of the Agreement, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable, limited, internal-use license for use with your Program account to use, execute, and display Analytics on your website. During the Analytics set-up process, we may append certain parameters to the URL associated with your ad to enable the Analytics Program. You may not edit or delete such parameters, which would prevent the proper functioning of Analytics and would render impaired or inaccurate results. In connection with the Analytics Program, you may not, directly or indirectly, transmit to a YSM Entity any PII of the visitors to your website(s).
3. EFFECTS OF TERMINATION. Upon termination of these Analytics Program Terms or the Program Terms of the Program for which you have been provided Analytics, (i) you must promptly remove or have removed the Analytics from your website(s) and anywhere else they appear under your control, and (ii) Section 2(i), above, will survive.
Last updated 18th Jan 2012. Copyright ©Yahoo!