YAHOO! YELLOW PAGES SPONSORED BUSINESS SERVICE AGREEMENT
1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF AGREEMENT
1.1 The Yahoo! Yellow Pages Sponsored Business Service (the "Service"), owned and operated by Yahoo! Inc. ("Yahoo!") is provided to you ("you" or "User") under the terms and conditions of this Yahoo! Yellow Pages Sponsored Business Service Agreement (the "Agreement"), which may be updated by Yahoo! from time to time without notice to you.
1.2 BY AGREEING TO THIS YAHOO! YELLOW PAGES SPONSORED BUSINESS SERVICE AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU WILL PROVIDE TRUE, ACCURATE, CURRENT, AND COMPLETE INFORMATION (INCLUDING AN ACCURATE EMAIL ADDRESS OR ALTERNATE MEANS OF CONTACTING YOU) IN YOUR REGISTRATION FOR THE SERVICE, AND THAT YOU AGREE TO BE BOUND BY THIS AGREEMENT.
2.0 DESCRIPTION OF THE SERVICE
2.1 Yahoo! Yellow Pages Sponsored Business Service is a fee-based service provided by Yahoo! to serve the needs of businesses. Business owners who sign up for the Service can receive placement on the Yahoo! site of enhanced business listings that include details about their business such as hours of operation, accepted payment methods, a link to a company web site, and other information that is valuable to the user.
2.2 All listings submitted to the Service must meet the following minimum criteria:
These criteria are minimum requirements only, and Yahoo!, in its sole discretion, may consider other criteria before accepting the submission.
2.3 Yahoo! reserves the right to decide whether, where, and how a listing appears on the Yahoo! site. Yahoo! will consider your preferences, but reserves the right to list your site in any category or subcategory as Yahoo! deems appropriate, in its sole discretion. After you submit your listing, Yahoo or its agent will provide confirmation that your listing request has been processed and your listing accepted for placement on the Yahoo! site.
2.4 NOTHING IN THIS AGREEMENT OBLIGATES YAHOO! TO PLACE YOUR LISTING WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.
3.0 PAYMENT TERMS
In order for Yahoo! to consider your listing, you must submit a valid credit card number as part of the registration form. You agree that your credit card will be charged the current monthly fee specified when you ordered the Service on the date that you submit your listing and will continue to be charged the current monthly fee on that date of each subsequent month during the term of this Agreement. All fees are non-refundable and non-creditable. You acknowledge that the payment of this fee does not in any way guarantee that all your suggested enhancements will be added to your listing. Yahoo may change its fees upon notice to you.
4.0 TERM AND TERMINATION
4.1 The term of this Agreement will be for a period of one (1) month commencing on the date that you submit your listing for the Service, or any longer period of time indicated during your registration for the Service (the "Initial Term"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of termination is provided in accordance with Section 4.2 below; provided, however, that to qualify for each renewal the listing must, at the time of renewal, be in substantial compliance with the material terms and conditions of this Agreement. Yahoo! shall have the right, but not the obligation, to review the listing for compliance with this Agreement as part of the renewal process, or at any time.
4.2 After the expiration of the Initial Term, either party, in its sole and absolute discretion, may terminate this Agreement upon notice in the manner described in Section 9 regarding notice. If you terminate this Agreement prior to the end of a pre-paid month, your cancellation of the Service will not take effect until the end of that month and you will not receive a refund.
4.3 Notwithstanding the foregoing, Yahoo! may, but has no duty to, immediately terminate this Agreement and remove the listing from Yahoo! Yellow Pages if Yahoo! in its sole discretion concludes that you have provided false information as part of your submission, are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services, are engaged in activities or sales that may damage the rights of Yahoo! or others, or have otherwise breached the terms of this Agreement. Any termination under this Section 4.3 shall take effect immediately without any opportunity to cure. For the month in which termination of this Agreement occurs, your credit card will be charged the full amount of the then current monthly fee without any pro-ration of any kind.
4.4 The provisions of Section 5, 6, 7, 9, 10, and 11 shall survive any termination of the Agreement.
5.0 COMMUNICATIONS
By placing a listing through the Service, you agree to receive communications essential to your use of the Service—for example, an email about a change in Service pricing. For other, non-essential communications related to the Service, including promotional messages, you will have the choice to opt-out upon receipt of the first non-essential communication. You may exercise this choice from instructions provided within the first non-essential communication. All non-essential communications will be labeled "YP Feature Update" or substantially similar designation.
6.0 INDEMNITY
You agree to indemnify, defend, and hold harmless Yahoo!, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, and agents, from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of or listing in the Service, the acceptance or rejection of your listing, any alleged violation of this Agreement, or any alleged violation of any rights of others. Yahoo! reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, which shall not excuse your indemnity obligations.
7.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE. YAHOO!, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS, OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY CHARACTER, EVEN IF YAHOO! IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM YOUR USE OF OR INABILITY TO USE THIS SERVICE OR THE CONTINUATION OF YOUR LISTING IN YAHOO! YELLOW PAGES, YAHOO!'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO YAHOO! UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8.0 FORCE MAJEURE
Neither party to this Agreement shall be liable to the other for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
9.0 NOTICES
Any notices or communications under the Agreement shall be by electronic mail or in other form of writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Yahoo!, such notices shall be addressed to cs@yahoo-yp.com, or to such other address as Yahoo! may provide to you. If to you, such notices shall be addressed to the electronic mailing address or other mailing address specified in your registration form (as may be updated by you), or by displaying notices or links to notices to you generally on the Service. It is your obligation to keep your contact information with Yahoo current.
10.0 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous proposals, both oral and written, representations, writings and all other communications between the parties.
11.0 GENERAL
The Agreement and the relationship between you and Yahoo! shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and Yahoo! agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California. Yahoo!'s failure to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, to the Agreement, or to your listing must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Agreement are for convenience only and have no legal or contractual effect. Any and all press releases and other public announcements related to the inclusion of your listing in the Service, including the method and timing of such announcements, must be approved in advance by Yahoo! in writing. Yahoo! reserves the right to withhold approval of any public announcement in its sole discretion.