Yahoo! Search Marketing

Welcome to the Yahoo! Publisher Network Beta Program. By enrolling in the Yahoo! Publisher Network Beta Program ("Beta Program"), you are entering into a legally binding agreement with Overture Services, Inc., doing business as Yahoo! Search Marketing ("Yahoo! Search Marketing", "Overture" or "we", "our" and "us"). This agreement is comprised solely of these Terms and Conditions ("Agreement" or "Terms"), including anything explicitly incorporated by reference. If you do not agree to these Terms, please do not enroll in the Beta Program.

The Beta Program is offered to businesses including sole proprietors and is not intended for consumers. If you enroll in the Beta Program, you are enrolling as a business, not as an individual consumer. If you have an existing contract with Overture to distribute any Overture paid listings, you are not eligible to enroll in the Beta Program unless Overture consents to your participation in writing, ahead of time.

You and Overture agree to the following:

Definitions:

Ad Unit: the unit served by Overture that contains Matched Ads and/or other content.

Ad Page: Your RSS Feed(s) and the pages within Your Site, as applicable, in each case, on which Matched Ads appear.

Ad Code: the JavaScript code (or any other form of specified code) placed in an Ad Page that initiates a request for Matched Ads when a user transfers to an Ad Page.

Matched Ads: the content of Advertisers that is served from Overture's paid marketplace databases in response to a Query generated from the Ad Code.

PayPal System: the online system operated by PayPal, Inc. an eBay Company, that enables any individual or business with an email address to send and receive payments online.

Policy or Policies: the policies posted at https://publisher.yahoo.com/legal/prog_policy.php and any other policies that we make applicable to the Beta Program.

Query: a request for Matched Ads initiated by the Ad Code on an Ad Page.

RSS or Atom: an XML format most commonly used for syndicating content such as news and other reverse-chronologically ordered web sites like blogs, which, for purposes of this Agreement, shall include any other similar text-based formats used for syndicating content. For purposes of this Agreement, a reference to either such term shall include the other.

You or you: the entity that is enrolling in the Beta Program.

Your RSS Feed(s): the RSS feeds that You own that include the Ad Code.

Your Site: the web site(s) or other internet based media distribution platform, including without limitation RSS Feeds, email, Instant Messaging, or any other technology now existing or developed in the future, that You own that contain webpages that include the Ad Code.

Ad Units. After we receive a Query, we will use commercially reasonable efforts to provide an Ad Unit to Your Site and/or Your RSS Feed, as applicable.

Your Responsibilities.

You agree to comply with Overture's Policies and any other policies or requirements we establish from time to time.

You are responsible for obtaining all equipment, web access and connections necessary for you to participate in the Beta Program and for (i) hosting Your Site and (ii) hosting, managing and syndicating Your RSS Feed, as applicable, in each case, at your own expense.

You are responsible for proper configuration of Your Site and/or Your RSS Feed to include the Ad Code and to receive Ad Units, and for meeting all other technical requirements necessary to use the Beta Program services.

You agree to notify Overture of any disputed or missing payment within thirty (30) days of the date that payment is or should have been received. You understand that you will have waived the right to dispute the accuracy or receipt of payment after that time.

Implementation. If there is any conflict between these implementation requirements and a Policy, you should comply with the Policy instead, but only to the extent of the conflict.

You agree to allow your Ad Pages to send Overture a Query each time that a user navigates to an Ad Page, and you agree not to send additional Queries until the user refreshes the Ad Page or navigates to a new Ad Page. You acknowledge that we may suspend services under this Agreement in the event we detect a spike in the number of Queries from Your Site or Your RSS Feed; and

You agree that you will: (i) not modify the Ad Unit in any way; (ii) display the Ad Unit at the same time that you display the other content on the Ad Page; and (iii) not change the content or the order of the Matched Ads or any other content within the Ad Unit. You understand that we may modify the content, look and feel, and any other aspect of the Ad Unit from time to time, in our sole discretion.

You agree that you will not distribute from or promote on Your Sites or Your RSS Feeds any software application that is (or may reasonably be construed as) spyware, adware or trackware.

Exclusivity. For any webpage or RSS feed that includes the Ad Code, you agree not to display or link to any other advertising (including but not limited to any listing) that is mapped to or responds to the content of the Ad Page.

Payment.

Overture's payment to you will be based on the net revenue earned by Overture from the Matched Ads displayed on Your Site and/or Your RSS Feed(s) to human users within the United States.

We will determine the quality and validity of traffic, clicks and impressions from Your Site and/or Your RSS Feed(s) and will calculate payment in our sole discretion, solely on the basis of the information we record or collect. We will not pay you for any amounts generated in violation of these Terms or a Policy.

Each time that we send you a payment, we incur administrative and other costs. For this reason, we will not send you a payment if the amount owed to you is less than $100,unless you have elected to be paid via the PayPal System implementation available on the Beta Program. In the event you have elected to be paid utilizing the PayPal System, we will send you a payment if the amount owed to you is $50, or more. If your participation in the Beta Program terminates, we will exercise commercially reasonable efforts to send you a final payment if the amount owed to you exceeds $100, unless you have elected to be paid utilizing the PayPal System, in which case we will send you a payment if the amount owed to you is $50, or more. We reserve the right to offset any amount owed to you by the amount of Overture's damages if we terminate for cause.

As much as we would like to, we cannot pay you if we do not have your correct payment and contact information or if you modify the Ad Code in any way. Payment is contingent on your keeping us updated with current and accurate payment and contact information including, without limitation, valid tax payer identification number or social security number, and valid bank account information, to the extent you elect payment by direct deposit before the time that payment is due and on your using the Ad Code correctly. We reserve the right to terminate this Agreement in the event that we are unable to verify the accuracy or validity of any of the foregoing.

If you are an advertiser with Overture, we may offer you the ability to transfer your Beta Program balance to your advertiser account. We may change the terms applicable to such transfers at any time, in our sole discretion. Please note that any balance you carry in your Beta Program account will not relieve you of your obligation to pay the balance in your advertiser account. Once you transfer an amount from your Beta Program account to your advertiser account, you will not be able to transfer those funds back into your Beta Program account. If you have notified Overture that you are subject to withholdings or if the Internal Revenue Service has notified Overture of a requirement to withhold taxes, you will not be able to transfer your balance to an advertising account.

You will be responsible for all taxes and governmental fees of any kind that are imposed on or arise out of your participation in the Beta Program.

We may offset any payment by (i) any amount you owe to Overture, its parent company and its subsidiaries and affiliates; and (ii) any fees or charges that result from your failure to provide Overture with accurate payment information or your failure to update your information.

Changes and Updates. Overture needs to have the freedom to make strategic and business decisions about the Beta Program (and all related and successor programs). For this reason, we reserve the right, in our sole discretion, to change all or part of these Terms and/or the Policies and to change or discontinue the Beta Program, including but not limited to raising or lowering the rate of compensation, changing the basis of compensation and/or changing the payment schedule. We may make these changes at any time, with or without notice. Your continued participation in the Beta Program will constitute your acceptance of the then-current terms and conditions, Policies and service offerings. You are responsible to check for updates. Changes and updates to these Terms will be effective immediately after they are posted at: https://publisher.yahoo.com/legal/tnc.php.

Feedback. We will own and have the sole right to use any ideas, information, understandings, and concepts derived from your evaluation of the Beta Program or any other suggestions or information you disclose, without restriction and without compensating you in any way. If we request it, you will reasonably cooperate to provide Overture with your evaluation of the Beta Program.

Your Representations, Warranties and Ongoing Obligations. As of the date that you enter into this Agreement and for as long as you participate in the Beta Program, you represent warrant and covenant that:

you are a business and you are participating in the Beta Program as a business;

if you are a sole proprietor, you are 18 years old or older; if you are an entity, you are a corporation, partnership or other legal entity duly formed and in good standing;

you are (i) the registered owner of Your Site, including the domain name, and/or (ii) the owner of Your RSS Feed, including all content contained therein;

you have all the legal rights needed to enter into and perform your obligations under this Agreement;

you have read and understand the Policies and you understand that your participation in the Beta Program is contingent on your compliance with those Policies and that violation of a Policy will constitute a material breach of this Agreement;

whenever you provide information to Overture, you will provide true, accurate, current and complete information and you will update Overture if the information changes;

you are a US-based business and you are operating Your Site and/or Your RSS Feed solely for viewing and use by users within the US; and

you will abide by all applicable laws, rules and regulations and you will not display or use any content that would infringe the rights of any third party (including but not limited to rights under contract, copyright or trademark law).

(i) if you are a sole proprietor, and you are an employee of Yahoo!, or (ii) if you are an entity that is owned by an employee(s) of Yahoo!, you are participating in the Beta Program in compliance with Yahoo!'s internal policies.

You will not register or use any domain names containing 1) any Yahoo! or Overture trademark, or 2) any string that in Overture's sole opinion is confusingly similar to any Yahoo! or Overture trademark.

Your Acknowledgments. You acknowledge that:

for Ad Pages receiving dynamic mapping, we will begin providing Matched Ads only after the dynamic mapping engine has had an opportunity to scrape the Ad Page;

if we make filtering functionality available, we make no warranty that any filter will prevent the display of any particular listing, content or language;

all right, title and interest in the content we provide to you (including but not limited to the Matched Ads), the Overture and Yahoo! trademarks, and the Beta Program (including but not limited to all technology and processes involved in the Program) are exclusively owned by Overture, Yahoo! Inc. and/or their licensors. We reserve any rights not expressly granted in this Agreement and disclaim all implied licenses;

you are participating in the beta stage of the Yahoo! Publisher Network online program. At the conclusion of the Beta Program, we may transition your account into the generally available version of this program and you will be subject to the terms and conditions and policies governing that program unless you terminate your participation; and

you may receive a promotional rate of compensation for your participation in the Beta Program and that we reserve the right to alter this rate at any time.

Abuse of Services. You agree not to:

add to, subtract from or modify the Ad Unit or the Matched Ads in any way (including making changes to the order of the Matched Ads or any information within the Matched Ads, making changes to any trademark, or making changes to notices included in the Ad Unit (e.g., copyright and trademark notices));

strip, modify or filter the Matched Ads in whole or in part;

frame any webpage that is not within Your Site or Your RSS Feed, as applicable;

cache Ad Units or Matched Ads;

give users of Your Site or Your RSS Feed or anyone else any kind of encouragement or incentive to click on Matched Ads, including but not limited to language directing users to click on the Matched Ads or informing users that they can support Your Site or Your RSS Feed by clicking on the Matched Ads;

display any content that would alter or obscure the appearance of the Matched Ads or any other content in the Ad Unit;

use, authorize or enable any automated means of generating impressions or clicks on Matched Ads or any manual means of generating fraudulent or invalid impressions or clicks, or any other means designed to increase the payment due under this Agreement;

click on the Matched Ads;

display any webpage as an alternative to the webpage accessed by clicking on a Matched Ad (including but not limited to displaying an additional instance of the same advertiser page that is displayed by clicking on the Matched Ad) or redirect users who have clicked on a Matched Ad;

display all or part of the Ad Unit on any web site or RSS feed that is not owned by You, or sublicense or syndicate the Matched Ads to any other entity, RSS feed or web site;

display all or part of the Ad Unit on or through any email or software application, or use any software application that is downloaded onto user computers to drive traffic to Your Site or Your RSS Feed;

display all or part of the Ad Unit to any user located outside the US;

sign up for more than a single Beta Program account; or

modify the Ad Code, the Query, or any other Ad Codes, tags and other programming or tracking information provided to you by Overture.

No Other Licenses. You are authorized to display the Ad Unit exactly as it is provided by Overture. You are receiving no other license to use or modify the Ad Unit, the Matched Ads, any Yahoo! trademark, or any other content provided by Overture.

Grant of Rights to Overture. Notwithstanding anything in any Yahoo! Search Marketing or other Yahoo! privacy policy, terms of service or any other document, you grant Overture, Yahoo! Inc., and all Overture and Yahoo! affiliates and subsidiaries ("Related Parties") the following:

the right to disclose your personal and business information to third parties (a) to the extent necessary to determine your eligibility for the Beta Program, and (b) with its agents, accountants, attorneys, contractors and other representatives for Overture's business purposes;

the right to include your information in combination with information from other Overture publishers and disclose such aggregated information to any third party;

the right to receive and share any and all of the information you disclose or make available (including but not limited to information generated by your participation in the Beta Program) with and between the Related Parties;

the right to use your information for any internal business purpose; and

the right to crawl, copy, index or otherwise use the content of Your Site and/or Your RSS Feed(s), as applicable.

Reserved Rights. In addition to any right not explicitly disclaimed or waived by Overture, we reserve the right to:

investigate you, Your Site, Your RSS Feed(s), your owners, officers, directors, agents, contractors and employees, at any time;

change or discontinue the Beta Program, in whole or in part and temporarily or permanently, without notice and without liability to you or any third party; and

provide Ad Units that contain content other than "pay for performance" advertisements, including, but not limited to, Ad Units that contain advertisements or links to Overture or Yahoo! services, charitable or non-profit organizations, blog posts, blog search results and web search results, without including such advertisements, links or results in the basis for payment under this Agreement, even if we receive payment for them.

Termination.

By You. You may terminate any of Your Sites' or Your RSS Feeds' participation in the Beta Program at any time by removing the Ad Code from that web site or RSS feed. Upon your termination, we may but do not have to immediately stop providing Matched Ads to Your Site or Your RSS Feed. If you place the Ad Code back on Your Site or Your RSS Feed, you will be subject to the then-current Terms and Policies.

By Overture. We may suspend or terminate our provision of Matched Ads to you at any time, with or without notice, for any reason or no reason, with or without regard for how well Your Site or Your RSS Feed is performing, the quality of user traffic coming from Your Site or Your RSS Feed, or any other factor, in Overture's sole discretion.

Indemnity. You will defend, indemnify and hold harmless Overture, its parent and affiliated companies, and its advertisers ("Indemnified Parties") from and against any and all claims, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, which the Indemnified Parties suffer as a result of claims that arise from or relate to your activities under or in connection with this Agreement, including but not limited to claims that allege or arise from: (i) a violation a third party's right of privacy, or infringement of a third party's copyright, patent, trade secret, trademark, or other intellectual property rights, (ii) any breach of your obligations, covenants, warranties or representations as set forth in this Agreement, including any breach of any applicable policies, (iii) any violation of applicable laws, rules, and regulations by you, including, without limitation, privacy laws, and (iv) any breach of this Agreement. You shall not enter into any settlement that affects any Indemnified Party's rights or interest, admit to any fault or liability on behalf of any Indemnified Party, or incur any financial obligation on behalf of any Indemnified Party without that Indemnified Party's prior written approval.

No Warranty. YOU EXPRESSLY AGREE TO THE FOLLOWING WARRANTY DISCLAIMER. YOU ARE ENROLLING IN THE BETA PROGRAM AT YOUR OWN RISK. THE BETA PROGRAM AND EVERYTHING OVERTURE PROVIDES UNDER THIS AGREEMENT IS PROVIDED "AS IS." OVERTURE DOES NOT WARRANT THAT THE BETA PROGRAM WILL OPERATE UNINTERRUPTED OR ERROR-FREE. OVERTURE, YAHOO AND THEIR LICENSORS ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED HEREUNDER OR FOR ANY SITE THAT CAN BE LINKED TO OR FROM THE MATCHED ADS. TO THE EXTENT ALLOWED BY LAW, OVERTURE, YAHOO AND THEIR LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. OVERTURE MAKES NO WARRANTY AND NO REPRESENTATION ABOUT THE RESULTS YOU WILL OBTAIN THROUGH THE BETA PROGRAM, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATION REGARDING THE AMOUNT OF MONEY YOU WILL EARN THROUGH THE PROGRAM. This warranty disclaimer shall apply to the maximum extent permitted by law.

Limitation of Liability. YOU EXPRESSLY AGREE TO THE FOLLOWING LIMIT OF LIABILITY. OVERTURE WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT, EVEN IF OVERTURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OVERTURE WILL NOT BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF ANY AMOUNT THAT OVERTURE HAS ALREADY PAID YOU DURING THE 6 MONTHS PRIOR TO THE TIME THAT THE CAUSE OF ACTION AROSE. IF YOU ARE DISSATISFIED WITH ANY ASPECT OF THE BETA PROGRAM, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR PARTICIPATION IN THE BETA PROGRAM. This limitation of liability shall apply to the maximum extent permitted by law.

No Public Statements. You may not issue any press release or other public statement regarding the Agreement, Yahoo! Search Marketing, Overture, Yahoo! and/or Overture's or Yahoo! Inc.'s affiliates, or partners or advertisers without the prior written consent of an authorized person at Overture.

Other Claims. Nothing in this Agreement will be construed to waive or prejudice Overture's ability to assert any cause of action against you or any third party. For example and without limitation to any other causes of action, if you engage in any action that constitutes an infringement of Overture's copyrighted materials, we may pursue a claim for that infringement even though the infringing action was not prohibited in this Agreement. In addition, for any breach of this Agreement or the Policies, we reserve the right to pursue all available civil and criminal remedies in addition to our contractual remedies.

Confidentiality. You will not disclose or use Overture's Confidential Information. "Confidential Information" means any information disclosed or made available to you by Overture, directly or indirectly, whether in writing, orally or visually, other than information that: (a) is or becomes publicly known and generally available other than through your action or inaction or (b) was already in your possession (as documented by written records) without confidentiality restrictions before you received it from Overture. Confidential Information includes but is not limited to all information contained within Overture's reporting systems, the Ad Code, these Terms, the Policies, click-through rates and other performance metrics and any other technical or programming information Overture discloses or makes available to you.

Misc.

These Terms apply only to Overture's provision of Matched Ads to you through the Yahoo! Publisher Network Beta Program. Any other Overture or Yahoo! products or services will be governed by the different terms of service applicable to such specific products or services, including any existing contract between you and Overture.

Overture reserves the right to refuse to provide services to anyone, for any reason or no reason, in Overture's sole discretion.

This Agreement will be governed by the laws of California, excluding its conflicts of laws principles. Any dispute or claim between you and Overture, Yahoo! or their affiliates and subsidiaries will be adjudicated in the state or federal courts in Los Angeles County, California. Any claim against Overture 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.

You agree to file any claim or cause of action against Overture within one (1) year of the date that the claim or cause of action arises.

This is the entire agreement between you and Overture with regard to the subject matter covered herein. Any other terms and agreements (whether verbal, written or both) are superseded.

A party can only waive rights under this Agreement by executing a written waiver signed by a duly authorized representative. No other action or inaction will constitute a waiver.

The following sections will survive termination of this Agreement: 1, 3d, 5, 6, 8, 9, 10, 11, 13, 14, 16, 17, 18, 19, 21 and 22.

The parties are independent contractors. This Agreement does not form any joint venture, partnership, agency or employment relationship.

Except for your indemnity obligations, there are no third party beneficiaries to this Agreement.

You may not assign, resell, or delegate this Agreement or any of your rights or duties under this Agreement, even if you sell or transfer Your Site and/or Your RSS Feed(s). Any attempted assignment, resale or delegation will be void.

Overture may assign this Agreement or delegate its responsibilities without your consent. Upon assignment, Overture will have no further obligation or liability under this Agreement.

Overture may change any or all aspects of Overture's and Yahoo!'s products, services or marketplaces, including the Beta Program, at any time and without notice. Nothing in this Agreement will constrain how Overture and Yahoo! operate their businesses.

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