Advertising Terms and Conditions
1. Master Terms and Conditions
1.1 INTRODUCTION AND DEFINITIONS.
1.2 CHARGES, FEES, AND PAYMENT.
1.3 ACCESS.
1.4 YOUR SITE AND INFORMATION.
1.5 USE OF INFORMATION.
1.6 CONFIDENTIALITY.
1.7 REPRESENTATIONS.
1.8 OBLIGATION TO DEFEND AND PAY LOSSES.
1.9 WARRANTY DISCLAIMER.
1.10 LIMITATION OF LIABILITY.
1.11 TERMINATION.
1.12 NOTICES.
1.13 OTHER.
1.14 REPRESENTATIVE.
1.15 PAYMENT LIABILITY.
1.16 ACCEPTANCE.
1.17 ELECTRONIC SIGNATURES EFFECTIVE.
1.18 THIRD PARTIES.
2. Program Terms
2.1 DISPLAY ADVERTISING PROGRAM TERMS
2.1.1 USE
2.1.2 DEFINITIONS
2.1.3 DISPLAY OF ADVERTISER INFORMATION
2.1.4 MAKE GOODS
2.1.5 PROVISION OF ADVERTISER INFORMATION
2.1.6 ADDITIONAL PAYMENT TERMS
2.1.7 AUDIENCE ADVERTISING BOOKINGS OR DIRECT RESPONSE BOOKINGS
2.1.8 COST PER CLICK
2.1.9 YAHOO GEMINI BOOKINGS
2.1.10 LIMITATION OF LIABILITY
2.1.11 RENEWAL; TERMINATION; EFFECTS OF TERMINATION
2.2 MICROSITE PROGRAM TERMS
2.2.1 USE AND DEFINITIONS
2.2.2 LICENSE GRANT
2.2.3 MICROSITE DESIGN
2.2.4 USE OF DATA
2.2.5 TERMINATION; EFFECTS OF TERMINATION
2.3 PROMOTION PROGRAM TERMS
2.3.1 GENERAL
2.3.2 DATA
2.3.3 TERMINATION; EFFECTS OF TERMINATION
1. Master Terms and Conditions
1.1 INTRODUCTION AND DEFINITIONS.
We provide you and, if applicable, Authorized Users, access to our products, services, code, and/or programs (each a “Program”) for your use, subject to your acceptance of and compliance with these Master Terms and Conditions (the “Master Terms and Conditions”), the terms and conditions of the Programs in which you enroll (each, “Program Terms”), if any, and the terms and conditions of any applicable insertion order(s) that you or your Affiliate(s) enter into, online or offline, that specifically references these Master Terms and Conditions and/or applicable Program Terms (each, an “Insertion Order”) (collectively, the “Agreement”). In the Agreement, (i) “we,” “us,” and “our” mean the Yahoo Company providing you the applicable Program; (ii) “Yahoo” is Oath (EMEA) Limited (formerly known as Yahoo! EMEA Limited), having offices at 5-7 Point Square, North Wall Quay, Dublin 1, Ireland (Registered in Ireland with registered no. 426324). (iii) a “Yahoo Company” means Yahoo, Oath Holdings Inc., or another Affiliate of oath Holdings Inc., (iv) “Yahoo Entities” are the Yahoo Companies and their officers, directors, consultants, contractors, agents, attorneys, employees, and any other third-party service providers, and third parties distributing Advertiser Information via the Distribution Network, (v) “Yahoo Company Websites” means all the sites, including any Microsite, that are owned, operated, authorized, or hosted by or for the Yahoo Companies, (vi) “Yahoo Code” is proprietary software code and related tools that we may offer to you in connection with a Program, and which are part of such Program, (vii) “Distribution Network” means the network of advertising channels, including all forms of media, applications, and devices (including any mobile device), through which we distribute ads, whether on or off the Yahoo Company Websites, (viii) “you” and “your” mean the entity signing below, the company name you provided during the online registration, or the company name in an Insertion Order, and any of its Affiliates that execute an Insertion Order for any Program, (ix) “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, (x) “Authorized Users” means your agents, representatives, contractors, account managers, and any person or entity acting or apparently acting on your behalf, and your Affiliates that access a Program without executing their own separate Insertion Order, (xi) “Advertiser Information” means your advertisements displayed by us on your behalf on the Distribution Network pursuant to this Agreement, to which the relevant Program Terms apply; all suggestions you use or information, editorial, advertorial and video content, 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 creative, titles, descriptions, trademarks, listings, abstracts, keywords, ad target options, domain names, content of ads, data, data feeds, content, and URLs), and (xii) “PII” means personally identifiable information. Terms used but not defined herein will have the meanings given to such terms in any Program Terms or Insertion Order, as applicable. Terms used in any Program Terms or Insertion Order, but not defined therein, will have the meanings given to such terms in these Master Terms and Conditions. All definitions shall apply both to their singular and plural forms, as the context may require.
1.2 CHARGES, FEES, AND PAYMENT.
For any Program in which you enroll, you agree to pay us for all charges and fees you incur in connection with each Program in the currency indicated by us. You agree that our measurements are the definitive measurements under the Agreement and will be used to calculate your charges. You agree that (i) we may bill your payment method for all such charges and fees in connection with each Program, including if you enroll in a payment plan, or alternatively, (ii) if we have determined that you may be billed on an invoice basis, then we will submit an invoice to you at the e-mail or mailing address (at our discretion) on the Insertion Order or as required by applicable law, and you agree to pay such charges, without offset or deduction, within 60 days of the invoice date. If we agree to your request to send an invoice to a third party on your behalf, you agree that such third party will timely pay the invoice, and in the event such party does not pay the invoice, you are obligated to immediately pay all such amounts. If you provide us with a payment method and/or enroll in a payment plan, you agree to be bound by the payment method & payment plan program terms that we will provide you with. If we are unable to receive payment from your payment method successfully, or if we do not otherwise receive timely payment from you, you agree to pay all amounts then owing by you to us upon our demand and, in addition to other rights, we may suspend performance, remove your Advertiser Information, and/or terminate any agreement with you. All payments of service fees, unused promotional credits, and initial deposit(s) are non-refundable and our property. You agree to submit any disputes about charges to your account(s) to us in writing within 60 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge.
All charges are, unless otherwise stated, payable in currency as outlined in the agreement together with VAT, if applicable, 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 amounts due. Charges and fees do not include any applicable bank charges, sales, use, value- added, withholding, excise, or any other taxes or government charges (exclusive of our income taxes), which are payable by you and are in addition to any amounts due to us hereunder. Accounts with no activity for more than 24 months will be closed by us and will be assessed an account closing fee not to exceed the lesser of $25 U.S. (or its equivalent) or the balance in the account. If a balance remains (other than unused promotional credits and initial deposits), we will attempt to refund any portion of such balance that may be owed to you. In the event we are unable to refund any such balance using your contact information on file with us, we will dispose of the balance pursuant to the Agreement and our policies and procedures.
1.3 ACCESS.
You agree that you will not, and will not permit anyone to: (i) use any automated means, including agents, robots, scripts, or spiders, to access, monitor, scrape, or manage your account(s) with us, or to access, monitor, scrape or copy the Yahoo Company Websites or Yahoo Company systems or any data therein, except those automated means expressly made available by us or authorized by us in advance in writing (for example, third-party tools approved by us), (ii) bypass any robot exclusion headers on the Yahoo Company Websites (including using any device, software, or routine to accomplish that goal), (iii) interfere or attempt to interfere with the proper working of the Yahoo Company Websites, Programs, or Yahoo Company systems, (iv) use or combine our Programs with software offered under an open source license which would create any obligations with respect to our Programs contrary to the Agreement, or grant to any third party any rights to or immunities under our intellectual property or proprietary rights in our Programs, (v) use any Program in connection with any hazardous activity, or any other activity for which its failure might result in serious property damage, serious bodily injury, or death, nor (vi) make available to us or our Affiliates any PII of visitors, users, or customers of your website(s) in connection with your access or use of our Program(s). Our Programs, including your password(s) related to your account(s), may not be used by, nor made available to, any third party, except Authorized Users. You agree to promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us, such as the unauthorized disclosure or use of your username or password. Authorized Users must comply with the Agreement and you are liable for all of their acts and omissions in connection with the Agreement, and any charges, costs, fees, or expenses whatsoever that they may accrue. You may use data made available to you in connection with a Program solely for internal use to manage your advertising account(s) and you will neither publish such data, nor create profiles of our users. In order to improve our Programs, we frequently test traffic, implementations, and/or features, and you agree to pay all charges as set forth in the applicable Insertion Order or your online account (e.g., impressions, clicks) during those tests. We may redesign or modify the organization, specifications, structure, and/or appearance of any location where your ads may be displayed. Further, we reserve the right to modify or discontinue offering any Program or part thereof. Your Advertiser Information must comply with our policies and specifications, which we may change from time to time in our discretion. The Yahoo Companies may provide free clicks, free impressions, ads, credits, and/or discounts, including in connection with contests, incentives, promotions, or donations.
1.4 YOUR SITE AND INFORMATION.
You agree that we are not responsible for any aspect of your or any third-party website(s). You represent, warrant, and covenant that: (i) all Advertiser Information you provide or use (including our suggestions) in connection with the Agreement is, and will be updated to remain, current and accurate, (ii) the website to which any Advertiser Information 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 ads), (iii) your Advertiser Information is either original to you or you have secured all necessary rights and licenses for its use as contemplated by the Agreement and you are responsible for all royalties, payments, and fees with respect thereto and (iv) your website does not contain any content owned or licensed by us, including any Advertiser Information published by us or through the Distribution Network, except pursuant to a separate valid and enforceable agreement with us.
1.5 USE OF INFORMATION.
In order to participate in any Program, you grant the Yahoo Entities a non-exclusive, royalty-free, worldwide license in connection with all Programs to: (i) use, copy, adapt, reformat, recompile, manipulate, communicate by telecommunication, and/or modify any part of the Advertiser Information, including for public performance, communication to the public, public display, and distribution, (ii) store, access, index, cache, and display the website(s), or any portion thereof, to which your Advertiser Information link by any means, including web spiders and/or crawlers, (iii) create and display copies of any text, images, graphics, audio, or video on the websites to which your Advertiser Information link or elsewhere, and (iv) distribute your Advertiser Information through the Distribution Network.
You agree that none of the Yahoo Entities shall have any liability for Advertiser Information. You must provide all Advertiser Information to us for our review before it is posted to the Distribution Network. A Yahoo Entity may at its discretion at any time refuse, reject, truncate, edit, cancel, or remove any Advertiser Information, Insertion Order, URL link, space reservation or position commitment. Your Advertiser Information may be subject to inventory availability, and the final decision as to ad relevancy is at our discretion. We do not guarantee that your Advertiser Information will be placed in, or available through, any part of the Distribution Network, nor do we guarantee that your Advertiser Information will appear in a particular position or rank.
1.6 CONFIDENTIALITY.
“Confidential Information” means any information disclosed to you by us, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by us, (ii) becomes publicly known and made generally available after disclosure to you by us other than through your action or inaction, or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by us, as shown by your files and records. You shall not at any time: (a) sell, license, or transfer any Confidential Information, (b) disclose or otherwise make available to any person or entity any Confidential Information (other than to those of your employees and Authorized Users who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement and who have a legitimate need to know such Confidential Information in connection with the Agreement), or (c) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You agree to take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, you may do so provided that: (i) you give us prompt written notice of such requirement prior to such disclosure, (ii) at our request, you assist us in obtaining an order protecting the Confidential Information from public disclosure, and (iii) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain our personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information shall be delivered to us, destroyed, or uninstalled immediately upon our request, or upon termination of the Agreement, and you agree to provide a certificate confirming such delivery, destruction or uninstallation to us upon our request at any time. Nothing contained in the Agreement will prevent a Yahoo Company from complying with applicable privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Yahoo Company privacy policy (“Privacy Policy”) (as posted on or linked from a Yahoo Company Website relating to your Advertiser Information), the Agreement shall control. Notwithstanding anything to the contrary in the Agreement or the applicable Privacy Policy, all data and information gathered or received by us in connection with providing the Programs and all information described in the applicable Privacy Policy may be shared with and used by (x) the Yahoo Entities (and you acknowledge the country of the Yahoo Entity receiving the data or information may not afford the same level of protection of such data as the country in which the data or information was collected), and/or (y) certain selected third parties only in anonymous form. You may not issue any press release or other public statement regarding the Agreement, the Programs, or a Yahoo Company without our prior written consent.
1.7 REPRESENTATIONS.
You represent, warrant, and covenant that: (i) you have the rights, authority, and any required permission and consent to enter into the Agreement, (ii) you are a business, not a consumer, (iii) your use of each Program is solely for lawful business purposes, (iv) all Advertiser Information and your use of the Yahoo Company Websites and Programs will be free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any Yahoo Company system data or information, (v) a click on your ad will not cause damage to a user’s computer, download a software application(s), change a user’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window), (vi) you will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent (as determined by us) clicking, impression, or marketing activities relating to any Yahoo Company Websites or Program, (vii) the Advertiser Information (including products and services referenced therein), the website(s) to which the Advertiser Information link, all emails, newsletters, and other materials and technology in connection therewith, any tools or code you use or make available in connection with a Program, and/or any act or omission by you relating to a Program or the Yahoo Entities: (1) do not violate any applicable law, statute, directive, ordinance, treaty, contract, or regulation, or Yahoo Company policies or guidelines in any of the jurisdictions in which the Advertiser Information is distributed and/or displayed (collectively, “Laws”), except where failure to violate such Laws would result in any Yahoo Entity being treated as participating or cooperating in an international boycott within the meaning of the U.S. Internal Revenue Code and is not impermissible and would not subject any Yahoo Entity to penalties under U.S. or other applicable law, (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, harmful, abusive, harassing, tortuous, vulgar, obscene, pornographic, invasive of another's privacy, subversive, hateful, or racially, ethnically or otherwise objectionable or contrary to public interest, public order, or national harmony, and (5) do not (as determined by us) reflect poorly on or tarnish the reputation or goodwill of a Yahoo Entity, (viii) you will not, and will not permit anyone to, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Yahoo Company Websites or Programs, or any aspect or portion thereof, or Confidential Information, including source code or algorithms, (ix) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect of the Programs, (x) you will comply with any trade sanction, and/or import or export regulation that applies to your use of our Programs and agree to obtain all necessary licenses to use, export, re-export, or import our Programs as applicable, provided that such compliance does not result in any Yahoo Entity being treated as participating or cooperating in an international boycott within the meaning of the U.S. Internal Revenue Code and is not impermissible and would not subject any Yahoo Entity to penalties under U.S. or other applicable law, (xi) you agree to comply with all applicable anti-corruption laws including the US Foreign Corrupt Practices Act in relation to this Agreement, to not offer to pay or pay anything of value to anyone, including foreign governmental officials or related persons or entities on Yahoo’s behalf, and to keep accurate books and records in relation to this Agreement and make those records available to Yahoo for inspection with reasonable notice, and (xii) you will not provide access to the Programs, except to Authorized Users or employees, who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement.
1.8 OBLIGATION TO DEFEND AND PAY LOSSES.
You agree to defend and hold harmless the Yahoo Entities from, and to promptly pay the Yahoo Entities the amount of any losses arising from, all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with your Advertiser Information, your or Authorized Users’ use of any Program, Yahoo Company system, or Yahoo Company Website, your website, or your or Authorized Users’ breach of the Agreement. You agree to be solely responsible for defending any Claim against a Yahoo Entity, subject to such Yahoo Entity’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against a Yahoo Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a Yahoo Entity without its prior express written consent.
1.9 WARRANTY DISCLAIMER.
YOU EXPRESSLY AGREE THAT THE PROGRAMS, DISTRIBUTION NETWORK, INDEXES, YAHOO! COMPANY SYSTEMS, YAHOO! COMPANY WEBSITES, YAHOO! CODE, AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ON BEHALF OF ALL YAHOO! ENTITIES ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
1.10 LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY OF THE YAHOO! ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE LESSER OF THE AMOUNT ALREADY PAID BY YOU TO US PURSUANT TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND U.S. $250,000 (OR ITS EQUIVALENT). IN NO EVENT SHALL ANY YAHOO! ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSS OF PROFITS OR REVENUE ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU AGREE THAT YOU WILL NOT HOLD US RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS AND/OR IMPRESSIONS BY ANY THIRD PARTY ON YOUR ADVERTISER INFORMATION, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
1.11 TERMINATION.
You may not terminate the Agreement or your participation in any Program (unless otherwise provided in the relevant Program 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 Program or part thereof, including removing your Advertiser Information. None of the Yahoo Entities shall have any liability for any such termination. Upon termination, suspension, or discontinuation of any Program 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 Program 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 Program Terms which by implication are intended to survive any termination or suspension of the Agreement, and any provisions under Sections 1.2, 1.4(iii), and 1.5 through 1.18 of these Master Terms and Conditions. For the avoidance of the doubt, the defined terms of the Agreement, and those provisions specified in any Program Terms shall survive termination of the Agreement.
Following termination of this Agreement you agree to immediately cease: (i) using the Yahoo Company Websites and any Program; (ii) any other distribution of your Advertiser Information by any Yahoo Entity which has been suspended or terminated; and (iii) using all Advertiser Information, data, program 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).
1.12 NOTICES.
We may give notices to you by posting them on any Yahoo Company Website 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. You will send all notices to us via registered or certified mail (postage prepaid), return receipt requested, to General Counsel at 5-7 Point Village, North Wall Quay, Dublin, 1, Ireland and concurrently confirmed by email to General Counsel, at mena-legal@yahoo-inc.com.
The terms of the Agreement and any dispute relating thereto or between you and us shall be governed by the laws of England, without regard to conflict/choice of law principles. You and we expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. If any dispute arises relating to this Agreement or between you and us, you and we shall first attempt amicably to settle the dispute through good-faith negotiations over a period of thirty calendar days of such dispute arising. In the event that such dispute has not been settled amicably by you and us by the end of such thirty calendar day-period, you and we hereby agree that such dispute shall be referred to and finally resolved by binding arbitration by a sole arbitrator in accordance with the provisions set forth in the Arbitration Rules of the Dubai International Financial Centre – London Court of International Arbitration. The place of arbitration shall be the Dubai International Financial Centre in Dubai, United Arab Emirates and the language of the arbitration shall be English. Any claim against us shall be adjudicated on an individual basis and shall not be consolidated in any proceeding with any claim or controversy of any other party.
1.13 OTHER.
The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in these Master Terms and Conditions, any Program Terms, or Insertion Order(s) shall be binding on us unless expressly agreed to in writing by us. The terms of any specific Program Terms govern only that Program, and not any other Program, except as specifically referenced in such Program Terms. In the event of a conflict between the Master Terms and Conditions, any Program Terms, and any Insertion Order, the conflict shall be resolved according to the following order of precedence: (1) Program Terms, (2) Master Terms and Conditions, and (3) Insertion Order. Notwithstanding the foregoing, an Insertion Order may amend the Master Terms and Conditions and/or the applicable Program Terms, only if the amended terms contained in such Insertion Order: (i) apply only to the account(s) listed in the Insertion Order, (ii) apply only to that Insertion Order and not to any other Program or Insertion Order(s), and (iii) specifically identify the provision (s) of the Program Terms or the Master Terms and Conditions they amend. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by you or us of a breach of any provision hereof shall be deemed a waiver of any other breach of such provision or a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provision shall be replaced by a valid provision that has a similar economic effect. We shall have no liability under the Agreement by reason of any failure or delay in the performance of our obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our reasonable control. You and we are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, neither you nor we shall have any right, power, or authority to create any obligation or responsibility on behalf of the other and the Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement. Any assignment, transfer, or attempted assignment or transfer in violation of this Section 1.13 shall be void and of no force or effect. We and our subsequent assignees may assign, novate, subcontract, delegate, sublicense, or otherwise transfer from time to time this Agreement, or the rights or obligations hereunder, in whole or in part, (including but not limited to novating this entire Agreement or the performance of any of our obligations under this Agreement), to any person or entity such as to our Affiliate (s) without your consent. The Programs are proprietary to us and are protected by the applicable state, federal, and international intellectual property laws and we retain all rights, title, and interests in the Programs, together with all derivative works, modifications, enhancements, and upgrades, but excluding your Advertiser Information. Any rights not expressly granted in the Agreement are reserved by us, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only. The term “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity. We may change the Agreement and/or a Privacy Policy at any time by posting such on the applicable Yahoo Company Website or by email, and such revised Agreement and/or Privacy Policy shall supersede and replace the earlier Agreement and/or Privacy Policy. Any use by you or Authorized Users of any Program after such notice shall be deemed to be acceptance by you of the revised Agreement and/or Privacy Policy. You understand and agree that services and obligations to be performed by us hereunder may be performed by other Yahoo Companies and/or third-party service providers.
1.14 REPRESENTATIVE.
If you are an advertising agency, search engine marketer, reseller, or other entity representing Advertisers (“Representative”), this Section applies, and in such case, “you” and “your” mean Representative, any Affiliates of Representative who execute an Insertion Order, together with Advertisers. “Advertiser” means an entity (including a sole proprietor) which is/will be enrolled in a Program by you. Representative represents, warrants, and covenants that: (i) it is the authorized agent of the Advertiser and has the legal authority to enter into the Agreement on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser’s accounts, (ii) by Representative executing an Insertion Order or otherwise enrolling an Advertiser in a Program, the Advertiser is also entering into the Agreement, (iii) Representative will not, without our prior written consent: (a) make any representation, guarantee, condition, or warranty concerning any Yahoo Company Website or Program or Yahoo Entity, including that Representative is an affiliate or partner of a Yahoo Entity, (b) make any commitments (e.g., guarantees as to placement of Advertiser Information) to an Advertiser or potential Advertiser on behalf of any Yahoo Entity, (c) negotiate any terms or conditions related to the Programs which may affect the rights, protections, and/or obligations of a Yahoo Entity, and/or that are inconsistent with the Agreement, or (d) engage in any telesales or telemarketing in connection with any Yahoo Company Website or Program, (iv) it will perform its duties pursuant to the Agreement in a professional manner consistent with the requirements established by us, and (v) it will comply with all applicable anti-corruption laws including the US Foreign Corrupt Practices Act in relation to this Agreement, to not offer to pay or pay anything of value to anyone, including foreign governmental officials or related persons or entities on Yahoo’s behalf, to keep accurate books and records in relation to this Agreement and make those records available to Yahoo for inspection with reasonable notice.
Upon our request, Representative will immediately deliver to us each agreement that designates Representative as the Advertiser’s agent and authorizes Representative to act on the Advertiser’s behalf in connection with the Agreement. In the event of a termination of your relationship with an Advertiser, Representative agrees that such Advertiser may continue to use the Advertiser Information, including account and performance history with respect to its Advertiser Information, and Representative shall no longer have API Access for such Advertiser’s accounts. Representative shall not at any time use data or information received in connection with the Agreement to conduct any marketing efforts targeted at our existing advertisers. While the Agreement is effective and for twelve (12) months thereafter, Representative shall not, directly or indirectly, refer for employment or solicit our employees, consultants, or agents. b. Payment Liability.
1.15 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 1.2 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. 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.
1.16 ACCEPTANCE.
The Agreement is not duly formed until you sign and return the Insertion Order to Yahoo, and it has been received by Yahoo and either (i) Yahoo issues written confirmation of execution or (ii) Yahoo starts displaying the Advertiser Information set out in the Insertion Order (whichever is earlier). You agree that the Agreement is duly formed in Ireland, the country in which Yahoo is incorporated.
1.17 ELECTRONIC SIGNATURES EFFECTIVE.
If the Agreement is an electronic contract, then this Section applies in order to set out the legally binding terms of your use of our Programs, including the Yahoo Company Websites. You accept the Agreement and the terms, conditions, and notices contained or referenced herein by clicking on the “I Accept” button in connection with your enrolment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. When you click on the “I Accept” button during enrolment, you also consent to having the Agreement provided to you in electronic form. You have the right to receive the Agreement in non-electronic form and may request a non-electronic copy of the Agreement before or after you electronically sign the Agreement by submitting a request to us as specified below. You also have the right, at any time, to withdraw your consent to have the Agreement provided to you in electronic form. Should you choose to withdraw your consent to have the Agreement provided to you in electronic form, we will discontinue your then-current username and password. This means that you will not have the right to use any Program unless and until we issue you a new username and password. We will only issue you a new username and password after we receive a signed copy of a non-electronic version of the Agreement, which we will send to you upon written request. To withdraw your consent and/or request a non-electronic copy of the Agreement, please send a letter and self- addressed stamped envelope to the address set forth in Section 1.12, above. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Prior to such effective date, the Agreement electronically signed by and provided to you will remain legally valid and enforceable. In order to access and retain the electronic Agreement, you must have access to the Internet, either directly or through devices that access web-based content, and pay any charges associated with such access. In addition, you must use all equipment necessary to make such connection to the Internet (e.g., a computer and modem or other access device). Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.
1.18 THIRD PARTIES.
You acknowledge that Yahoo Entities, are, where applicable, intended to be third-party beneficiaries of Sections 1.3 to 1.11 and 1.14 of these Master Terms and Conditions. You agree that (i) only you and we are parties to the Agreement, (ii) that Yahoo Companies may enforce, jointly and severally, the provisions of Sections 1.3 through 1.11 and 1.14, and (iii) Contracts (Rights of Third Parties) Act 1999 shall apply to the Agreement to the extent and in the manner set out in the foregoing, but to no further extent and in no other manner.
2. Program Terms
2.1 DISPLAY ADVERTISING PROGRAM TERMS
2.1.1 USE
These Display Advertising Program Terms apply to the display and distribution of your Advertiser Information throughout our Distribution Network subject to your compliance with the Agreement.
You agree that you will pay for all impressions and/or clicks on your Advertiser Information that we deliver. In the event of any inconsistencies between these Display Advertising Program Terms, any Insertion Order and the Master Terms and Conditions, the relevant provisions of Section 1.13 of the Master Terms and Conditions shall apply.
2.1.2 DEFINITIONS
Terms defined in the Master Terms and Conditions shall have the same meanings in these Display Advertising Program Terms. In addition:
“Ad Specifications” means the technical, creative guidelines and advertising guidelines posted at http://emea.adspecs.yahoo.com/ or at other Yahoo Company Websites as communicated by Yahoo to you;
“Audience Advertising” means advertising aimed at a specific audience such as a segment of people or a market and the term;
“Audience Ads” includes Direct Response Advertising;
“CPA” means cost per acquisition;
“CPC” means cost per click;
"CPCV" means cost per completed view;
“CPL” means cost per lead;
“CPM” means cost per thousand impression;
"CPV" means cost per view;
“Click Through” means the initiation of a user presence at any site that originates from any of the Advertiser’s Information posted by us pursuant to your Insertion Order as recorded by our advertiser reporting system;
A “Direct Response Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Regular Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
“Premium Advertising” means advertising for which the impression volume, placement and/or delivery time is guaranteed, as specified in the Insertion Order;
“Start Date” means with respect to an advertising campaign, the start date referred to as such in the relevant Insertion Order;
A “Sponsorship Campaign” ” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order and shall for the purpose of the Advertising Program Terms include Tier 1, 2 and 3 Section Sponsorships;
A “Tier 1 Front Page Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 2 Front Page Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 3 Front Page Campaign” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 1 Sponsorship Campaign” ” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 2 Sponsorship Campaign” ” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order;
A “Tier 3 Sponsorship Campaign” ” is an advertising campaign referred to as such in the relevant Line ID of an Insertion Order.
2.1.3 DISPLAY OF ADVERTISER INFORMATION
We may optimize your campaign by modifying the line items of an Insertion Order. Notwithstanding the second sentence of Section 1.13 of the Master Terms and Conditions, we may optimize your campaign by modifying the line items of an Insertion Order. We must approve in advance in writing the serving of Advertiser Information by anyone other than us. For Advertiser Information in an Insertion Order that specify frequency caps, we will use commercially reasonable efforts to comply with such frequency caps, provided that you agree that we are not liable if your Advertiser Information is viewed in excess of the frequency cap.
2.1.4 MAKE GOODS
Except for Direct Response Campaigns, if we fail to deliver, by the end of the period specified in an Insertion Order, the aggregate number of ads as agreed in the Insertion Order (subject to any reductions permitted under Section 2.1.3, above) or the ads are delivered in the wrong location, then (i) for purposes of this Section 2.1.4 of the Display Advertising Program Terms only, the first sentence of Section 1.10 of the Master Terms and Conditions does not apply, and (ii) your sole and exclusive remedy is limited to the following, which we may choose in our discretion: (a) a refund of the charges representing the ads that were undelivered or delivered to the wrong location, (b) placement of the ads at a later time in a comparable position as determined by us, and/or (c) an extension of the term of the Insertion Order with a refund representing any remaining undelivered ads at the end of such extended term.
2.1.5 PROVISION OF ADVERTISER INFORMATION
2.1.5.1 You must provide us with all Advertiser Information (including GIF or JPEG files) in accordance with the Agreement and within the following delivery deadlines:
(i) at least 10 (ten) working days in advance of Start Date for new campaigns for Tier 1 Front Page Campaigns (“Tier 1 Delivery Deadline”); In the event of a delay in the delivery of compliant Advertiser Information for any Tier 1 Front Page Campaign, the Start Date of the campaign will be rescheduled to another date (“Rescheduled Launch Date”) at our discretion. If you fail to deliver the compliant Advertiser Information within the Tier 1 Delivery Deadline of the Rescheduled Launch Date (i.e. 10 working days in advance of such date), Yahoo may at its own discretion cancel the Insertion Order and charge you a cancellation fee and the amount of such cancellation fee shall be calculated by Yahoo at its sole discretion.
(ii) at least 5 (five) working days in advance of Start Date for new campaigns for Tier 2 and 3 Front Page Campaigns (“Tier 2 Delivery Deadline”); In the event of a delay in the delivery of compliant Advertiser Information for any Tier 2 and 3 Front Page Campaigns, the Start Date of the campaign will be rescheduled to a Rescheduled Launch Date (i.e. 5 working days in advance of such date) at our discretion. If you fail to deliver the compliant Advertiser Information within the Tier 2 Delivery Deadline of the Reschedule Launch Date, Yahoo may at its own discretion cancel the Insertion Order and charge you a cancellation fee and the amount of such cancellation fee shall be calculated by Yahoo at its sole discretion.
(iii) at least 2 (two) working days in advance of Start Date for new campaigns for Sponsorship campaigns (“Sponsorship Delivery Deadline”). If you fail to deliver the compliant Advertiser Information within the Sponsorship Delivery Deadline of the Reschedule Launch Date, Yahoo may at its own discretion cancel the Insertion Order and charge you a cancellation fee and the amount of such cancellation fee shall be calculated by Yahoo at its sole discretion.
(iv) at least 3 (three) working days in advance of Start Date for new campaigns for Direct Response Campaigns (“Direct Response Deadline”). In the event of a delay in the delivery of compliant Advertiser Information for any Direct Response Campaign, the start date of the campaign will be rescheduled to another date at our discretion; and
(v) at least 4 (four) working days in advance of Start Date for new campaigns for regular campaigns. We may charge you Two Hundred and Fifty US Dollars (US$ 250) per day late for each late delivery of compliant Advertiser Information.
2.1.5.2 Your Advertiser Information must comply with our Ad Specifications and the relevant advertising guidelines and policies as communicated to you by Yahoo.
2.1.5.3 We will not be required to publish any Advertiser Information 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 Information.
2.1.5.4 We reserve the right to run or not run any creative (or part thereof) in our absolute discretion.
2.1.5.5 For the avoidance of doubt and without limitation, you acknowledge and agree that your failure to submit Advertiser Information in accordance with this Section 2.1.5 may cause delay(s) in the launch of the applicable campaign. None of the Yahoo Entities shall be liable for any delays, damages or other losses arising as a direct or indirect result of your failure to submit Advertiser Information in accordance with this Section 2.1.5.
2.1.6 ADDITIONAL PAYMENT TERMS
2.1.6.1 You shall pay for all impressions, clicks and/or Click-Throughs in respect of your Advertiser’s Information that we deliver in accordance with the Agreement.
2.1.6.2 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 requested positions.
2.1.7 AUDIENCE ADVERTISING BOOKINGS OR DIRECT RESPONSE BOOKINGS
Where your Insertion Order relates to Audience Advertising bookings:
2.1.7.1 sections 2.1.6.2 and 2.1.10.1 of these Display Advertising Program Terms shall not apply; and
2.1.7.2 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 Information and they are subject to change by us; and (b) we do not warrant that the Advertiser Information will not be displayed after the end date specified;
(ii) charges shall be based on actual delivery of impressions or clicks, as measured by Yahoo; and
(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 CPM set out in the Insertion Order unless otherwise agreed with Yahoo in writing (e-mail to suffice). 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.
2.1.8 COST PER CLICK
The following additional terms apply to all CPC deals:
2.1.8.1 you must provide us with fresh creative frequently (and in any event not less than every 8 weeks) during the term of the Insertion Order so as to increase the likelihood of a higher number of Click-Throughs; and
2.1.8.2 all Advertiser Information must invite the user to click on the advertisement. We reserve the right to reject any Advertiser Information which do not in our opinion invite the user to click.
2.1.9 YAHOO GEMINI BOOKINGS
2.1.9.1 Yahoo Gemini Native Ads Managed Bookings Where your Insertion Order relates to a Yahoo Gemini Native Ad (“Yahoo Gemini Native Ad") booking:
Sections 2.1.7 of the Audience Advertising Bookings or Direct Response Bookings are applicable;
For some placements where space is limited, we may only show certain elements of your Yahoo Gemini Native Ad creative;
We may optimize your account by modifying Yahoo Gemini Native Ad campaigns, including changing the price of your bids or your budget type provided that we do not exceed the maximum agreed budget; and
Where you or a representative authorized by you are granted access to modify your Yahoo Gemini Native Ad campaigns through Yahoo Ad Manager or any other platform, you agree that all your activities on that platform remain subject to this Agreement which terms shall prevail, with respect to your Yahoo Gemini Native Ad campaigns.
2.1.10 LIMITATION OF LIABILITY
2.1.10.1 If we fail on any guaranteed inventory order to publish any Advertiser Information 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 Information (or any replacement Advertiser Information 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 Information which were not published / delivered, provided that such Advertiser Information 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.
2.1.10.2 Where you use a third party server to serve Advertiser Information 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’s Information 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 Information to the Distribution Network. In the event of such termination, we may serve the Advertiser Information instead.
2.1.11 RENEWAL; TERMINATION; EFFECTS OF TERMINATION
Except as expressly set out in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional Advertiser Information 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.
Without prejudice to Section 1.11 of the Master Terms and Conditions, you may not cancel an Insertion Order under these Display Advertising Program Terms unless agreed with Yahoo in writing: If Yahoo allows you to cancel or terminate a Premium Advertising campaign, you agree to pay us a sum amounting to 80% of the cost related to such Premium Advertising campaign as set out in the relevant Insertion Order.
2.2 MICROSITE PROGRAM TERMS
If you participate in the Microsite Program the following Program Terms apply, and are governed by the Master Terms and Conditions, above.
2.2.1 USE AND DEFINITIONS
We provide you access to our Program for Microsites (“Microsite Program”) for your use. A “Microsite” is the pages of the Yahoo Company Website located at the URL listed in the Insertion Order or elsewhere. “User Volunteered Microsite Data” means PII voluntarily, directly, and expressly provided by a user during his/her use or interaction with the Microsite, but only where (a) it is expressly disclosed to such user that the collection is solely on your behalf, and (b) your privacy policy that will govern use of such data is hyperlinked from the page on which such data is input by the user. “Content” is Advertiser Information to be included or potentially included in the Microsite, as well as the derivative works of such (including content submitted and/or generated by users (“User- Generated Content”)), including any and all audio, videos, data, images, files, hypertext links, scripts, trademarks, service marks, logos, and other distinctive brand features. The terms and conditions of any advertising to promote the Microsite will be subject to an Insertion Order and the applicable Program Terms.
2.2.2 LICENSE GRANT
In connection with the Microsite Program, you grant us a non-exclusive, royalty-free, worldwide license (and, if applicable, with respect to User-Generated Content, agree to obtain the foregoing from the creating and/or submitting user) to use, copy, sublicense, encode, store, archive, distribute via the Distribution Network, transmit, modify, translate, create teaser content of, render into an audible format, publicly display, and publicly perform the Content, in whole or in part.
2.2.3 MICROSITE DESIGN
We are, and will at all times be, the “executive producer” of the Yahoo Company Websites, and we will be responsible for the design, layout, look-and-feel, posting, and maintenance of any aspects of the Yahoo Company Websites, including the display and performance of the Content; however, we will consult with you regarding the appearance of the Microsite prior to its display. We may, at our discretion, include on the Microsite links to your privacy policy. We will display the links, attributions, copyright, or other proprietary notices (including trademark notices) you reasonably request in writing in connection with the display and/or performance of the Content, subject to our right to modify or exclude such links, attributions, and notices to the extent that we deem them impractical or inappropriate for the device on which the Content is intended to be reproduced, displayed, or performed. Except as may be set forth in an Insertion Order, we have no duty or obligation, express or implied, to post, host, stream, or otherwise include any Content on any Yahoo Company Websites. Your use of the Microsite Program does not confer in us any right of ownership of the Content. You will deliver the Content and updates to the Content to us in accordance with our formatting, delivery, and technical specifications provided or made available to you by us until the earlier of the termination of the Microsite Program Terms or the date specified in the Insertion Order. You will provide ongoing assistance to us with regard to technical, administrative, and service-oriented issues relating to the use, encoding, transmission, and maintenance of the Content, as we may reasonably request.
2.2.4 USE OF DATA
If we share User Volunteered Microsite Data with you, you represent, warrant, and covenant that (i) the User Volunteered Microsite Data will be used, accessed, and maintained in strict compliance with all applicable Laws, the privacy policy which was displayed on the webpage on which the User Volunteered Microsite Data was collected, the user’s authorization, and industry standard security specifications; and (ii) if any user requests or we request on their behalf, you will immediately remove any PII relating to such user from your database or other records.
2.2.5 TERMINATION; EFFECTS OF TERMINATION
When a Line ID in the Insertion Order refers to “Microsite” or “Studio Solution” , the sum indicated shall be payable to us for creative development fees for building Advertiser Information or creating other content for you (“Studio Solution Fees”).
Notwithstanding Section 1.11 of the Master Terms and Conditions, you may not cancel an Insertion Order under these Microsite Program Terms unless agreed with Yahoo in writing.
2.3 PROMOTION PROGRAM TERMS
If you participate in the Promotion Program, the following Program Terms apply, and are governed by the Master Terms and Conditions, above.
2.3.1 GENERAL
We provide you access to our contest, sweepstakes, coupon, special offer, or other promotion Program (“Promotion Program”) for your use. Each promotion described in an Insertion Order or elsewhere is a “Promotion.” The terms and conditions of any advertising to promote a Promotion will be subject to an Insertion Order and the applicable Program Terms, and the terms and conditions of any Microsite associated with a Promotion will be subject to an Insertion Order and the Microsite Program Terms. Notwithstanding our approval or assistance in connection with a Promotion as may be specified in an Insertion Order or elsewhere, you are responsible for the Promotion(s), including the official rules, offer terms, or regulations governing a Promotion and the timely acquisition and fulfillment of all prizes, premiums, or discounts that may be offered in connection with a Promotion. Our approval of the official rules, offer terms, or regulations for any Promotion does not constitute an opinion as to the legal appropriateness, accuracy, or adequacy of those rules or their manner of use, nor a waiver of our indemnity rights under the Agreement
2.3.2 DATA
“User Volunteered Promotion Data” means PII voluntarily, directly, and expressly provided by a user during his/her registration for a Promotion, but only where (a) it is expressly disclosed to such user that the collection is solely on your behalf, and (b) your privacy policy that will govern use of such data is hyperlinked from the page on which such data is input by the user. User Volunteered Promotion Data does not include a user’s Yahoo ID. User Volunteered Promotion Data is the property of the advertiser/promotion sponsor for which it was collected, subject to such advertiser/promotion sponsor’s posted privacy policy, and considered such advertiser/promotion sponsor’s Confidential Information. Additional user information that is necessary for the fulfillment of any prizes, premiums, or discounts under a Promotion is “Promotion Fulfillment Data.” If necessary under the terms of a Promotion, we grant you a limited, revocable, non-transferable license to use the Promotion Fulfillment Data for the fulfillment of prizes, premiums, or discounts for that Promotion. Promotion Fulfillment Data is owned by us and is our Confidential Information. You represent, warrant, and covenant that (a) notwithstanding anything to the contrary in our or your applicable privacy policy, any User Volunteered Promotion Data obtained by you in connection with a Promotion will be used and maintained in strict compliance with the official rules of the Promotion, all applicable Laws, the user’s authorization, and industry-standard security specifications, and (b) if any user requests or we request on their behalf, you will immediately remove any PII relating to such user from your database or other records.
2.3.3 TERMINATION; EFFECTS OF TERMINATION
Notwithstanding Section 1.11 of the Master Terms and Conditions, you may not cancel a Promotion or an Insertion Order related to a Promotion. If you terminate these Promotion Program Terms, all terms and conditions of these Promotion Program Terms will survive until such time as all Insertion Orders related to a Promotion have ended. Sections 1 (last sentence), 2, and 3 of these Promotion Program Terms will survive termination of these Promotion Program Terms.