Advertiser Terms and Conditions

1. INTRODUCTION AND DEFINITIONS. We provide you, and, if applicable, your Authorised Users, access to certain products and services (“Programmes”) for your use in connection with the advertisement of your goods and/or services through the Distribution Network, subject to these Advertiser Master Terms and Conditions (the “Master Terms and Conditions”), any additional terms and conditions of the specific Programmes in which you enrol (the “Programme Terms”), and the terms and conditions of any applicable insertion order(s) that you enter into, online or offline, provided that such insertion order specifically references these Master Terms and Conditions or applicable Programme Terms (each an “Insertion Order”). All relevant Programme Terms and Insertion Orders are hereby incorporated by reference and together with these Master Terms and Conditions form the “Agreement”.

In the Agreement, (i) “we,” “us,”, “our” and “Yahoo! Search Marketing”, means Overture Services Limited, a company incorporated in England and Wales (company number 03971525 VAT number GB892211528) with its registered office at 5th Floor, 125 Shaftesbury Avenue, London WC2H 8AD, and trading, for the purposes of providing the services to which this Agreement relates, under the name of Yahoo! Search Marketing. Yahoo! UK Limited is a wholly-owned subsidiary of Yahoo! Inc. (“Yahoo!”) and operates a separate business entity under the Yahoo! Search Marketing brand using the Yahoo! or Yahoo! Search Marketing brands; (ii) “Yahoo! Company” means Yahoo! or any Affiliate of Yahoo!; (iii) “Yahoo! Entities” means the Yahoo! Companies and their officers, directors, consultants, contractors, agents, attorneys, employees, third-party service providers, and Distribution Network; (iv) “Yahoo! Company Sites” means all the sites that are owned, operated, or hosted by or for the Yahoo! Companies; (v) “Distribution Network” means the network of Yahoo! Company Sites, other Yahoo! Company properties, and Third-Party Products through which we distribute ads; (vi) “Third-Party Products” mean third-party websites, properties, content, applications (including mobile and/or wireless), and/or e-mails that make ads available; (vii) “you” and “your” means the entity entering into this Agreement with Yahoo! Search Marketing; (viii) “Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity; (ix) “Authorised Users” means your agents, representatives, Affiliates, contractors, and any person or entity acting or apparently acting on your behalf; and (x) “ads” means any listing containing any combination of title description and uniform resource locator and hyperlink relating to a specified word or phrase. Terms used but not defined herein shall have the meanings given to such terms in the Insertion Order or applicable Programme Terms unless expressly provided otherwise. All definitions shall apply both to their singular and plural forms, as the context may require.

The term of the Agreement will commence from the date on which, following your agreement to the Master Terms and Conditions Yahoo! Search Marketing starts to provide you with access to one or more Programmes, and will continue until terminated in accordance with the terms of the Agreement (the “Term”).
2. PAYMENT. For any Programme in which you enrol, you agree to pay us all charges to your account 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 may pay the charges in any manner and form of payment directed by Yahoo! from time to time, including without limitation by credit/debit card, cheque or electronic funds transfer. If we do not receive timely payment (including if your financial institution does not honour any cheque, or we are required to refund any payment to such financial institution), you shall pay all amounts due on your account upon demand and, in addition to other rights, we may suspend performance, remove your ads, and/or terminate the Agreement or any part of it. All payments of service fees, unused promotional credits issued and initial deposit(s) are non-refundable. You agree to submit any disputes about charges to your account in writing to us as soon as reasonably practicable and (except for prepaid advertisers) in any event before the due date for payment of such charges, otherwise you expressly waive any right to do so and such charges will be final and not subject to challenge. All charges are, and all payments are to be made, in pounds sterling together with VAT and any other applicable taxes. You agree that we may change the amount of any fees or charges that apply to any Programme in which you enrol or any amounts you are required to maintain on account with us as a condition of your participation in any Programme following our giving notice either in writing (including by email) or on the Yahoo! Company Sites. If you do not agree to such changes, you must immediately notify Yahoo! Search Marketing in writing and immediately stop using the relevant Programme(s). You may require Yahoo! Search Marketing to return to you any monies on your account for which no costs, or fees for any Programmes may be deductible, or amount by which your target monthly budget (if any) has been exceeded by more than 10%, in each case by requesting in writing that Yahoo! Search Marketing does so, except to the extent that Yahoo! Search Marketing suspends or terminates your use of the Yahoo! Company Sites, any Programme or the Agreement or any part of it for any act or omission by or on behalf of you. This is your sole and exclusive right and remedy if your target monthly budget is exceeded. Accounts with no activity for more than 24 months may be closed by us. If a credit 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 less a reasonable account closing fee. In the event that we are unable to refund any such balance using your contact information on file with us, we shall dispose of the credit balance pursuant to the Agreement and our policies and procedures.

3. ACCESS. 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, or manage your account with us, or to access, monitor, or copy the Yahoo! Company Sites, except those automated means expressly made available by us or authorised in advance in writing by us (for example, third-party tools approved by us); (ii) bypass any robot exclusion headers on the Yahoo! Company Sites (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 Sites, Programmes, or Yahoo! Company systems; (iv) use our Programmes in connection with open source software in any way which would create any obligations of use with respect to our Programmes or grant to any third party any rights to or immunities under our intellectual property or proprietary rights in our Programmes, or (v) use our Programmes in connection with any hazardous activity, or any other activity for which its failure might result in serious property damage, or death or serious bodily injury. Our Programmes, including formatting, access-restricted Yahoo! Company Sites, passwords, and access codes related to your account may not be used by, nor made available to, any third party, except your Authorised Users or employees in accordance with the terms of this Agreement. The right to access an account with Yahoo! Search Marketing is personal to you (even where you act as an Authorised User) is non-assignable and is subject to any limits established by Yahoo! Search Marketing from time to time. You agree to promptly notify us in writing if you become aware of a potential breach of security relating to your accounts with us, such as the unauthorised disclosure or use of your username or password. You shall ensure that Authorised Users comply with all applicable provisions under the Agreement and you are liable for their acts and omissions in connection with all provisions of the Agreement, and any costs, fees, expenses and other charges they may accrue. You may use data made available to you in connection with a Programme solely for internal use to manage your advertising accounts and you acknowledge that you will not publish any such data, nor create profiles of our users. In order to improve our Programmes, we frequently conduct traffic tests and you agree to pay all charges and any other expenses for the services rendered (as set forth in the applicable Insertion Order or your online account) during those testing periods. Yahoo! Entities may redesign or modify the organisation, 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 Programme or part thereof. Your Information (defined below) and ads must comply with our policies and specifications, which we may change from time to time in our sole discretion. The Yahoo! Companies may from time to time provide free clicks, free impressions, credits, and/or discounts, including in connection with contests, incentives, promotions, or donations.

4. YOUR SITE. You agree that we are not responsible for any aspect of your or third-party website(s). You represent, warrant, and undertake that: (i) all suggestions you use or information you provide or that is provided or used on your behalf in connection with the Agreement and/or on your website, including all titles, descriptions, trademarks, listings, abstracts, keywords, ad target options, domain names, content of ads, data, data feeds, Selected Ad Groups (defined in the applicable Programme Terms), and URLs (each of the foregoing, individually and collectively, “Information”) is, and will be updated to remain, current, accurate and complete at all times, (ii) the website(s) or other site(s) to which any ad links will look substantially the same to all end users regardless of the end users’ location (provided, however, that you may display different content to different users so long as it is relevant to the Selected Ad Groups and ads), and (iii) your website does not contain any content owned or licensed by us, including any ads published by us or through the Distribution Network, except pursuant to a separate signed agreement with us.

5. API ACCESS. If we grant you API Access in connection with a Programme, the terms in this Section shall apply and API Access and the API Code (defined below) shall be considered part of such Programme. “API Access” is the ability, via the API Code, to access certain account information and/or features, and to execute commands for your account(s). You may not use your API Access, including any data obtained, for purposes other than managing your account(s) to which the API Access relates. In the event your use of a Programme terminates, your API Access to such Programme shall terminate immediately. We may limit, modify, or terminate your API Access, in our discretion, at any time, and such modifications may require you to make changes, at your expense, to the API Code for continued API Access. “API Code” is software enabling API Access created by you or us using an XML/SOAP interface we specify. If we give you API Code or software to be incorporated into the API Code developed by you, then subject to the terms of the Agreement, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable, limited, internal-use licence to use the software given to you by us solely for API Access during the term of the applicable Programme Terms and you shall make the API Code available to us upon our request for our review and notify us of the features and functionality of such API Code and the application to which the API Code connects. Your use of API Code shall not place an unreasonable or disproportionately large load on our systems as determined by us or exceed access frequency limits as set by us from time to time. If you are a Representative (defined in Section 16 (Representative), below) this Section gives you, and not the Advertisers, API Access. You may not use API Access pursuant to this Section if you are party to another agreement with a Yahoo! Company that provides for such access.

6. USE OF INFORMATION. In order to participate in the Programme(s), you grant the Yahoo! Entities an irrevocable, non-exclusive, royalty-free, worldwide licence during the Term and in connection with the Agreement to: (i) use, copy, communicate by telecommunication, and/or modify, adapt, reformat, recompile, disassemble, reverse engineer and/or manipulate any part of the Information, including for public performance, public display, and distribution, (ii) access, index, cache, and display the website(s) to which your ads link, or any portion thereof, by any means, including web spiders and/or crawlers, and (iii) create and display copies of any text, images, graphics, audio, or video on the websites to which your ads link or elsewhere, or manually extracting and using information from the relevant site or uniform resource locator for the purpose of assessing content and relevant to any particular word or phrase. By using (or allowing the use of) a suggestion or modification of a Yahoo! Entity with respect to your ads or Selected Ad Groups, you agree that (a) such suggestion or modification is authorised by you and complies with the Agreement; and (b) none of the Yahoo! Entities shall have any liability for your ads, Selected Ad Groups, or any changes to the foregoing. You must provide all Information to us for our review and approval before it is posted to the Distribution Network and a Yahoo! Entity may refuse, reject, truncate, cancel, or remove any ad, Information, or space reservation at its discretion at any time where reasonably required in relation to the content, look and feel and technical aspects of the Yahoo! Company Sites and the Programmes. We do not guarantee that your ads will be placed in, or available through, any part of the Distribution Network, nor do we guarantee that your ads will appear in a particular position or rank. The final decision as to inclusion, relevancy, and placement of ads is at our discretion. The software, hardware, equipment, systems and technology underlying, and all other data, information and content residing or subsisting in or created, collected, processed, compiled, analysed or derived (including all account details, summary information, reports, results or data) using, the Yahoo! Company Sites, Programmes and any sites of any Yahoo! Search Marketing Affiliates or third party distributors (including all intellectual property or other proprietary rights anywhere in the world residing or subsisting therein) is or are owned by Yahoo! Search Marketing or its licensors and to the extent that any such rights become vested in you, you will assign to Yahoo! Search Marketing absolutely and unconditionally all such rights. The Programmes are proprietary to us and are protected by the applicable intellectual property Laws (as defined in Section 8 (Representations and Warranties)) and we retain all rights, title, and interests in the Programmes and, except for the limited right of use expressly granted herein, nothing shall be construed as Yahoo! Search Marketing granting to you any right, title or interest in or to the Yahoo! Company Sites or Programmes (or any part of them) or right under any patent, trade secret or other intellectual property rights of Yahoo! Search Marketing.

7. CONFIDENTIALITY AND PRIVACY. “Confidential Information” means any information disclosed to you by us, either directly or indirectly, in writing, orally, or by inspection of tangible objects including information about the Yahoo! Entities, Yahoo! Company Sites or Programmes, 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 Authorised 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 unauthorised use of, the Confidential Information. If required by law to disclose certain Confidential Information, you may do so provided that: (a) you give us prompt written notice of such requirement prior to such disclosure; (b) at our request, you assist us in obtaining an order protecting the Confidential Information from public disclosure; and (c) any 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 tangible items containing or relating to any Confidential Information shall be delivered to us or uninstalled or destroyed immediately upon our request, or upon termination of the Agreement. By using the Yahoo! Company Sites and any Programmes you or any person you allow to access and use your account may provide Yahoo! Search Marketing with certain personal data. By entering into the Agreement and providing such data, you agree (and shall ensure that each other relevant person agrees) to our use of such data: (i) in accordance with our privacy policy at http://searchmarketing.yahoo.com/en_GB/legal/privacy_y.php(the “Privacy Policy”); and (ii) for the purposes of providing you with the Yahoo! Company Sites and Programmes and to administer your account (including contacting you about the Yahoo! Company Sites, the Programmes, your account, the Agreement, any Programme Terms and any products or services of us or our Affiliates from time to time), and for the same purposes you agree to our disclosing such data to Affiliates, employees, agents, representatives, distributors and subcontractors of us or our Affiliates (and the transfer of that data to countries which may not afford the same level of protection of such data as the countries in which you initially access the Yahoo! Company Sites or Programmes). You may not issue any press release or other public statement regarding the Agreement, the Programmes, or a Yahoo! Company without our prior written consent.

8. REPRESENTATIONS AND WARRANTIES. You represent, warrant, and undertake now and throughout the Term that: (i) you have the rights, authority and any required permission and consents to enter into the Agreement and to provide your Information and permit the publishing, distribution, access to and use of your Information and sites in the manner envisaged under the Agreement; (ii) you are acting in a business capacity and not as an individual (including as an Authorised User); (iii) your use of each Programme is solely for lawful business purposes and that at all times you are acting on behalf of your business; (iv) all Information and your use of the Yahoo! Company Sites and Programmes and that of those that use your account will be free of viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, logic bombs, cancelbots, and/or other computer Programming routines or similar items that may potentially damage, interfere with, intercept, or expropriate any system data or personal data or otherwise adversely affect the operation of any computer or network, prevent or hinder access to any Yahoo! Company Site, Programme or any data (whether by re-arranging within the computer or any storage medium or device, altering or erasing the Yahoo! Company Site, Programme or data in whole or part or otherwise); (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, 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, phishing or improper, malicious, or fraudulent (as determined by us) clicking, impression, or marketing activities relating to any Yahoo! Search Marketing Site or Programme; (vii) the Information, the ads (including products and services referenced therein), the website(s) to which the ads link, all emails, newsletters, and other materials and technology in connection therewith, and any act or omission by you relating to the Programmes and the Yahoo! Entities: (1) do not violate or otherwise not comply with any law, statute, statutory instrument, contract, or regulation, or our policies or guidelines (collectively, “Laws”) and any Laws of the jurisdictions where the Information, including any ads are distributed and/or displayed, (2) if your Information or relevant sites are an investment advertisement within the meaning of any applicable financial services or securities markets Laws, your Information and sites at all times comply with those Laws and the relevant advertiser is at all times authorised to carry out such activities, (3) do not at any time infringe any applicable advertising, sales or marketing Laws or any other codes of advertising standards laid down on a statutory or a self regulatory basis for the regulation of any relevant advertising industry, (4) do not at any time infringe any copyright, design right, database right, patent, trademark, trade secret, or other intellectual property or proprietary right (whether registered or unregistered) of any third party or any rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world (5) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, or any consumer protection Laws, and have not otherwise resulted in or are not likely to result in any claims relating to consumer fraud, product liability, tort, deceptive trade practices, breach of contract, or any other form of illegal practice, injury, damage or harm of any kind to any person or entity, (6) do not at any time contain any false, deceptive, misleading, unethical, defamatory, libelous, or threatening material or any obscene or blasphemous material or any other material that is unlawful in any relevant jurisdiction, and (7) do not (as determined by us) reflect poorly on or tarnish the reputation or goodwill of a Yahoo! Entity; (viii) you will comply with the applicable Programme Terms and all provisions of the Agreement; (ix) you will not at any time seek to collect any personal data unless such personal data is collected, stored, processed and dealt with in accordance with the Laws implementing Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data and similar or related laws and regulations and all other laws and regulations relating to privacy, data protection, interception of communications in any relevant jurisdiction; (x) without limiting the foregoing, you will at all times comply with the requirements of the Laws implementing Directive 2002/58/EC of the European Parliament and of the Council concerning the processing of personal data and the protection of privacy in the electronic communications sector in respect of the use of cookie technology and direct marketing consents, (xi) you will not, and will not permit anyone to, except as expressly authorised by Yahoo! Search Marketing in writing or to the extent that such activity is permitted by applicable law, modify, adapt, reformat, recompile, transmit, publish, license, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of, transfer or sell any Yahoo! Company Sites or Programmes, any aspect or portion thereof, or Confidential Information, including source code or algorithms, (xii) you will not alter or remove, cover or otherwise deface any identification, trademark, copyright, or other notice from any aspect of the Programmes; (xiii) you will comply with any trade sanction, import, or export regulations with respect to our Programmes and agree to obtain all necessary licenses to use, export, re-export, or import our Programmes as applicable; (xiv) you will not provide access to the Programmes, including formatting, access-restricted Yahoo! Company Sites, passwords, and access codes related to your account except to Authorised 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; (xv) you will not and will not permit anyone to: (a) interfere or attempt to interfere with the proper operation of the Yahoo! Company Sites or Programmes or take any action that imposes an unreasonable or disproportionately large load on our systems or infrastructure (as determined by Yahoo! Search Marketing in its absolute discretion); (b) use in connection with the Yahoo! Company Sites or Programmes any software licensed under a licence for software, applications, computer programmes, instructions for execution by a computer processor or other such products (including the code in such software, applications, computer programmes, instructions or products) that requires the computer code to be generally disclosed in source code form to third parties, licensed to third parties for the purpose of making derivative works, or redistributable to third parties at no charge or any software which has been used in conjunction with software licensed under any such licence; and (c) use the Yahoo! Company Sites or Programmes other than as expressly permitted by this Agreement.

9. INDEMNIFICATION. You agree to fully and effectively indemnify, defend, and hold harmless the Yahoo! Entities from any and all claims, liabilities, losses, damages, penalties, fines, costs and expenses, whether actual or alleged (collectively, “Claims”) including reasonable legal fees and any taxes in relation to those Claims, that arise out of or in connection with your Information and/or ads, your or Authorised Users’ use of any Programme, Yahoo! Company system, or Yahoo! Company Site, your website, or any act or omission by you or your Authorised Users in relation to the Agreement, including arising from any infringement or alleged infringement of any third party intellectual property rights. You agree to be solely responsible for defending any Claim against a Yahoo! Entity, subject to such Yahoo! Entity’s right to participate with advisors of its own choosing, and for payment of any and all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable legal 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 our prior written consent.

10. WARRANTY DISCLAIMER. You expressly agree that any and all Programmes, ads, Distribution Network, indexes, Yahoo! Company systems, Yahoo! Company Sites and documentation are provided on an “as is” basis, without warranty of any kind, (whether express or implied by statute, common law or otherwise, all of which are hereby excluded), and that your use thereof is at your own risk. We hereby disclaim (to the extent permitted by applicable law) on behalf of all Yahoo! Entities any and all warranties, including any warranties of title, satisfactory quality, and fitness for a particular purpose.

11. LIMITATION OF LIABILITY. The maximum aggregate liability of all Yahoo! Entities to you in contract, tort or otherwise (including any liability for any negligent act or omission or breach of statutory duty) for damages which are not otherwise limited or excluded under the Agreement howsoever arising in respect of any one or more incidents or occurrences arising during any successive six month period (the first such period commencing on the date of this Agreement) shall be limited to a sum equivalent to the amounts actually paid by you to us pursuant to the Agreement in the relevant six month period. In no event shall any Yahoo! Entity be liable to you in contract, tort or otherwise (including any liability for any negligent act or omission or breach of statutory duty) for any loss of revenue, profits, business, contracts, anticipated savings, wasted expenditure, damage to reputation or goodwill, loss of or loss of use of data, or any indirect or consequential loss or damage whatsoever, howsoever arising out of or in connection with the Agreement or any breach thereof even if it was advised in advance of the possibility of such loss or damage. 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 ads, regardless of the intent of such third party. Notwithstanding anything to the contrary, nothing in this clause or the Agreement shall be construed to exclude or limit (a) any liability of any Yahoo! Entity which cannot be excluded or limited under applicable law (such as for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation), or (b) your liability under this Agreement.

12. TERMINATION. At any time, for any reason or for no reason, you may terminate the Agreement or your participation in any Programme and in the Yahoo! Company Sites (unless otherwise provided in the relevant Programme Terms) upon receipt by Yahoo! Search Marketing of a notice in accordance with Section 13 (Notices), in each case specifying the same.
Notwithstanding anything contained in the Agreement to the contrary, we may at any time, for any reason or for no reason, terminate the Agreement or terminate, suspend or limit your participation in any Programme or part thereof, including removing your ads. The Yahoo! Entities shall not have any liability regarding the foregoing decisions. Upon termination, suspension, or discontinuation of any Programme or your participation therein, all and any outstanding payment obligations incurred under the Agreement will become immediately due and payable. These Master Terms and Conditions shall terminate automatically if you have terminated all Programme Terms and Insertion Orders. Any suspension or termination (howsoever caused) shall not affect any accrued rights or obligations of either party or the Yahoo! Entities nor shall it affect the continuation in force of any provision of these Master Terms and Conditions and Programme Terms which by implication are intended to survive any termination or suspension of the Agreement (or any provisions under Sections 1 (Introduction and Definitions), 6 (Use of Information), 7 (Confidentiality and Privacy), 11 (Limitation of Liability), 12 (Termination), 14 (Choice of Law) and 15 (Other) of these Master Terms and Conditions).
Following termination of this Agreement you agree to immediately cease using the Yahoo! Company Sites and any Programme or Third Party Products or other distribution of your Information by Yahoo! Entities which has been suspended or terminated and all Information, data, programme code or software, user names and passwords, intellectual property and Confidential Information (and destroy all copies thereof and, if requested by us, promptly certify such destruction in writing to us).

13. NOTICES. We may give notices to you by posting them on any Yahoo! Company Site or, if possible, by written notice including by email to the address provided by you to us. It is your responsibility to ensure that your contact and account information (including your email address) is current and correct, and you will promptly notify us in writing of any changes to such information. All notices to us shall be sent to Yahoo! Search Marketing either by email to uk-clientservices-ysm@cc.yahoo-inc.com or, where applicable, by email to our designated account manager as notified by us to you. Except as otherwise specified by Yahoo! Search Marketing, you agree that you will direct all communications relating to any Programme, Yahoo! Company Site or your participation therein or the distribution of your Information directly to Yahoo! Search Marketing and not to any other entity. Notices will be deemed received when an email is received in full, save where it is received on a weekend or public holiday in the place of receipt, in which case it will be deemed received on the next business day.

14. CHOICE OF LAW. The Agreement and any dispute arising from or in connection with the Agreement or any part of it shall be governed by English law, and you agree to submit any disputes arising in connection with this Agreement to the exclusive jurisdiction of the English Courts.

15. OTHER. You acknowledge and agree that, subject to those provisions of Clause 6 (Use of Information) relating to the submission of and any changes to your Information, Yahoo! Search Marketing has complete editorial freedom in terms of the content, look and feel and technical aspects of the Yahoo! Company Sites and the Programmes, how Yahoo! Search Marketing, its Affiliates and third parties distribute your Information to end users and that the organisation, specifications, structure or appearance, and look and feel of any Yahoo! Company Sites, systems or property may be displayed may be redesigned or modified at any time at the Yahoo! Entities’ absolute discretion.
You acknowledge and agree that the precise functionality of the Yahoo! Company Sites, Third Party Products or distribution by Yahoo! Search Marketing Affiliates or third party distributors, Programmes and any other systems provided by Yahoo! Search Marketing in connection with these Master Terms and Conditions or any Programme Terms may be changed by Yahoo! Search Marketing from time to time. In addition, Yahoo! Search Marketing may discontinue offering the Yahoo! Search Marketing Site, Yahoo! Search Marketing Affiliates or third party distributors and/or Programmes at any time.
The Agreement and any other document or information expressly referred to in the Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes and extinguishes all previous and contemporaneous agreements, understandings, proposals, representations (to the extent permitted by applicable law), claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. Each party acknowledges that it is not relying on, and shall have no remedy in respect of, any statements, warranties, undertakings or representations given or made by the other party regarding the subject-matter of this Agreement, except for those expressly set out in this Agreement. Nothing in this Section shall exclude or restrict the liability of either party arising out of fraud or fraudulent misrepresentation.
In the event of a conflict between the Master Terms and Conditions, the Programme Terms, and/or an Insertion Order, the conflict shall be resolved to the extent necessary to do so according to the following order of precedence: (1) Programme 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 Programme 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 Programmes or Insertion Orders, and (iii) specifically identify the provision(s) of the Programme Terms or the Master Terms and Conditions which they amend. No terms or conditions other than those set forth in these Master Terms and Conditions, the applicable Programme Terms, or an Insertion Order shall be binding on us unless expressly agreed to in writing by us. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive the respective term(s) and/or condition(s) of the Agreement. The failure of Yahoo! Search Marketing to enforce (or fully enforce) any provision of the Agreement or other rights or remedies under statute, common law or in equity shall not be taken or held to be a waiver or limitation of Yahoo! Search Marketing’s rights to subsequently enforce and compel strict compliance with every provision of this Agreement or to exercise (or further exercise) these or other such rights and remedies. The provisions of this Agreement are severable, and if any provision of the Agreement is held or made invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remainder of the Agreement.
We shall have no liability under the Agreement (to the extent permitted by applicable law) by reason of any failure or delay in the performance of our obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our 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 agree that you are primarily liable for any acts or omissions of your Authorised Users as further described in Section 16 (Representative) of these Master Terms and Conditions. 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 shall be void and of no force or effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time this Agreement or any of our rights, or obligations hereunder, in whole or in part, to any person or entity including any of our Affiliates at any time without your consent. Any rights not expressly granted in the Agreement are reserved by us, and all implied licences are disclaimed.
A person who is not a party to these Master Terms and Conditions has no right to enforce or rely upon any provision of these Terms and Conditions or any Programme Terms, except that an Affiliate of Yahoo! Search Marketing from time to time may directly enforce any right or remedy of Yahoo! Search Marketing under these Master Terms and Conditions and any Programme Terms (as if such Affiliate was Yahoo! Search Marketing).
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 the Privacy Policy at any time as made available on the Yahoo! Company Sites and/or upon providing notice as set forth in Section 13 (Notices), above. Any use by you or Authorised Users of any Programme after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. If you do not agree to such amended Master Terms and Conditions, Programme Terms and/or the Privacy Policy you must immediately notify Yahoo! Search Marketing in writing and immediately stop using the Yahoo! Search Marketing Sites and any Programmes. You understand and agree that services and obligations to be performed by us may be performed by other Yahoo! Companies and/or third-party service providers. Terms used in any Programme Terms or Insertion Order but not defined therein shall have the meanings given to such terms in these Master Terms and Conditions.

16. REPRESENTATIVE. If you are an advertising agency, search engine marketer, reseller, or other entity representing advertisers or you allow Affiliates or Authorised Users or other advertisers access to or use of the Programmes or to enter into Insertion Orders, this Section applies to you (“Representative”).
Representative agrees to (i) the provisions of this Section, and (ii) to ensure that the provisions of this Agreement are complied with by both Representative and any advertisers which it represents. Representative shall ensure that each advertiser or other third party that Representative represents agrees in writing to comply with Representative’s obligations under this Agreement as if the advertiser or third party was the Representative under this Agreement and to be directly liable to us for any act or omission in this regard. Other than Authorised Users, Representative shall ensure that only Representative deals with Yahoo! Search Marketing and no advertiser that Representative is an agent of or that Representative is otherwise authorised to represent may do so (and then only for as long as we are satisfied that Representative is so authorised).
a.Representative represents, warrants, and undertakes now, and throughout the Term that: (i) it is the authorised agent of the advertiser and has the legal authority to enter into the Agreement on behalf of the advertiser, including the right to make all decisions, and take all actions relating to the advertiser’s accounts, (ii) Representative will not, without our prior written consent: (a) make any representation, or warranty concerning any Yahoo! Company Site or Programme or Yahoo! Entity, including that Representative is an affiliate, distributor or partner of a Yahoo! Entity, (b) make any commitments (e.g., guarantees as to placement of ads) to an advertiser or potential advertiser on our or our Affiliates’ or distributors’ behalf, including relating to any Yahoo! Company Site or Programme, and /or (c) negotiate any terms or conditions related to the Yahoo! Company Sites or Programmes which may affect the rights, protections, and/or obligations of a Yahoo! Entity, and/or that are inconsistent with the Agreement, and/or (d) engage in any telesales or telemarketing in connection with any Yahoo! Company Site or Programme, and (iv) Representative will perform its duties pursuant to the Agreement in a professional manner consistent with the requirements established by us.
Upon our request, Representative will immediately deliver to us each agreement that designates Representative as the advertiser’s agent and authorises Representative to act on the advertiser’s behalf in connection with the Agreement. In the event of a termination of Representative’s relationship with an advertiser, Representative agrees that such advertiser may continue to use the Information with respect to their ads, and Representative shall no longer have API Access for such advertiser’s accounts. Representative shall not at any time, whether during or after the Term, use data or information received in connection with the Agreement to conduct any marketing efforts targeted at our advertisers. During the Term and for twelve (12) months after termination thereof, Representative shall not, directly or indirectly, contact, refer, or solicit our employees, consultants, or agents.
b. Payment Liability. Without limiting any other provision of the Agreement, Representative and each advertiser shall be jointly and severally liable for all payment obligations pursuant to Section 2 (Payment) of these Master Terms and Conditions, and Representative hereby waives any rights that may require us to proceed against one or more of Representative and each advertiser which it represents 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 before the due date for payment of the applicable invoice.

SPONSORED SEARCH and CONTENT MATCH® PROGRAMME TERMS
_____________________________________

1. USE. These Sponsored Search and Content Match Programme Terms (the “Programme Terms”) apply to the submission of ads for paid inclusion in a search engine or index for the advertising of goods or services. We provide you with access to the Sponsored Search and Content Match Programmes subject to your compliance with these Programme Terms, the provisions of any relevant Insertion Order and our Master Terms and Conditions (together the “Agreement”). The provisions of the Master Terms and Conditions shall apply to resolve any inconsistencies between these Programme Terms, the provisions of any relevant Insertion Order and our Master Terms and Conditions.
Terms defined in the Master Terms and Conditions shall have the same meanings in these Programme Terms. In addition “Selected Ad Groups” means the keywords you select, as well as certain misspellings, singular/plural combinations, and other related keywords that we may map to your ads based on the keywords, your ads themselves, and/or the websites to which the ads link. For example, and without limiting the foregoing, if you select the keyword “book,” your ad may also appear in response to the keywords “books” or “buy books.” At a Yahoo! Entity’s discretion, an ad may include a title, description, text, and/or graphics.
You agree that your ads, including your domain name, may be made available in connection with the Distribution Network. If you have indicated that you would like to enrol in the Content Match Programme, your ads may be presented by us on sites where the content of such site is relevant to the word or phrase to which your ad relates.

2. SUBMISSION OF ADS, BUDGETING AND AD DISPLAY PROCESS.
SUBMISSION OF ADS. Unless you choose otherwise at the time you submit ads or thereafter using the Yahoo! Company Sites or (where relevant) an Insertion Order, ads may be included by Yahoo! Search Marketing in each of its products and services from time to time. If , however, you wish to include ads in particular products and services of Yahoo! Search Marketing from time to time or make changes to your bids or budgeting, you must do so using the Company Sites or (where relevant) an Insertion Order, or other method notified by us to you on request. If you would like to cancel ads in any products and services of Yahoo! Search Marketing, you must do so by providing notice to us in accordance with Section 13 (Notices) of the Master Terms and Conditions.
If you wish to change any ads you will need to do so using the Yahoo! Company Sites in relation to each relevant ad, product and service (as changes will not automatically apply to all ads, products or services). You can submit ads, or make changes to existing ads via those Yahoo! Company Site(s) from time to time which allow you to do so, currently located athttps://login.marketingsolutions.yahoo.com/adui/signin/loadSignin.do?m=1&l=en_GB , and any associated pages.
You may request that Yahoo! Search Marketing assists you with the submission of ads, upon payment of an up-front fee to Yahoo! Search Marketing for such assistance (in the amount specified on the Yahoo! Company Site or (where relevant) in an Insertion Order) in accordance with the payment provisions set out below.
BUDGETING. In order to access and use the Sponsored Search Programme for ads you will be required to pay an up-front initial deposit to Yahoo! Search Marketing (such amount being as specified on the Yahoo! Company Sites or (where relevant) in an Insertion Order) in accordance with the payment provisions set out under the Master Terms and Conditions.
You may, using the Yahoo! Company Sites or (where relevant) an Insertion Order:
• be required by us from time to time to specify an amount (in whole pounds sterling) to be put on account for your use of the Sponsored Search Programme prior to your using the Sponsored Search Programme, which will be paid up-front to Yahoo! Search Marketing;
• specify that you do not wish us to top-up your account, in which case your ads will be suspended from the Distribution Network when Yahoo! Search Marketing determines, in its absolute discretion, that your account has insufficient funds, until such time that you do top-up your account; and
• agree that your account will immediately be topped-up by a specific amount (as specified by you, in whole pounds sterling) if, in Yahoo! Search Marketing's absolute discretion, your account contains only three days’ (or less) worth of funds based on your average account spend, unless you specify using the Yahoo! Company Sites or (where relevant) an Insertion Order that you do not wish us to do so in which case your ads will be suspended from the Distribution Network until such time that you top-up your account in accordance with these Programme Terms.
Amounts to be put on account or to top-up your account are as specified by you on the Yahoo! Company Sites or (where relevant) in an Insertion Order, and are subject to any minimum amount required by Yahoo! Search Marketing from time to time for you to have on account in order to use or continue to use the Yahoo! Company Sites or Distribution Network. If you do not specify a different top-up amount, or you specify that you do not wish to top-up your account, in each case as specified above, then the top-up amount will be the same as the initial amount you placed on account. Your account may be subject to minimum monthly spend amounts as notified by Yahoo! Search Marketing to you on the Yahoo! Company Sites from time to time.
The Yahoo! Company Sites or Distribution Network may not be available or your access to it or your ads suspended unless the above fees and amounts have been received by Yahoo! Search Marketing and Yahoo! Search Marketing has in its absolute discretion accepted that you can use the Yahoo! Company Sites or Distribution Network in each instance.
You agree that the charges that you shall pay for the Sponsored Search and Content Match Programmes will include, in addition to any applicable service fees, all clicks on your ads, subject only to any maximum bid price and budgeting arrangements as set out below. The charges are in addition to the fees for any other Programmes. Your ads are subject to the then-current minimum bid requirements for particular words or phrases as specified on the Yahoo! Company Sites from time to time. Unless otherwise agreed in writing by Yahoo! Search Marketing, the charges will be deducted from the amount you initially placed on account or the amounts by which your account is topped-up as envisaged under these Programme Terms ("Monies on Account").
At the time you submit ads, or thereafter using the Yahoo! Company Sites or (where relevant) an Insertion Order, you can submit a maximum bid amount that you will pay to Yahoo! Search Marketing for each click on the relevant ad displayed in relation to the word or phrase for the relevant ad.
If the bids of other advertisers for the same words or phrases relating to their ads increase then you agree that Yahoo! Search Marketing may, at its sole discretion and taking into account additional factors such as the relevancy of your ad, automatically increase your bid to a value £0.01 higher than the then highest bid, without exceeding any maximum bid you have specified in accordance with these Programme Terms.
If you elect when you submit ads, or at any other time on the Yahoo! Company Sites or using any Insertion Order, to set a budget to apply in relation to relevant words or phrases then a target monthly budget will be calculated at the absolute discretion of Yahoo! Search Marketing based on the amount you have specified. If at any time Yahoo! Search Marketing determines that any such target monthly budget may be exceeded, Yahoo! Search Marketing may suspend the relevant ads from the Distribution Network for such time as it deems necessary or desirable for the target monthly budget not to be exceeded. During the period of any such suspension, relevant ads are de-listed and the bidding process works as if the relevant bid for the de-listed ad has not been placed, with other bidders reordered accordingly where appropriate, until such time as Yahoo! Search Marketing re-lists that ad, at which time the relevant ad will re-enter the bidding process described above.
If any such target monthly budget is exceeded by more than 10% of that target monthly budget, you may request in writing that Yahoo! Search Marketing refunds to your account any such amounts paid by you in accordance with Section 2 (Payment) of the Master Terms and Conditions.
If you choose to set a budget or change that budget then the start date of the target monthly budget period will be reset as soon as commercially practicable thereafter. AD DISPLAY PROCESS. Yahoo! Search Marketing will compare your bid amount for the relevant word or phrase relating to the ad against all other advertisers using the Service and bidding on that word or phrase for their own ads. Yahoo! Search Marketing will determine in its absolute discretion the position in which your ad will appear on the basis of certain criteria which may include, but are not limited to, the relevancy of your ads and your bid amount. You acknowledge and agree that (i) the positioning of ads and whether or not and how they are displayed is at Yahoo! Search Marketing’s absolute discretion, (ii) Yahoo! Search Marketing may offer the same word or phrase to more than one bidder and may offer any word, phrase, name or trade mark to any other bidder in relation to their own ads, and (iii) ads may not be displayed if, for a given word or phrase, there are more advertisers or ads than available display positions. Ads may appear shortened (truncated) on some implementations throughout the Distribution Network.
You acknowledge and agree that Yahoo! Search Marketing does not and cannot guarantee the placement or the timing of delivery of any impressions of an ad, clicks on ads, or the number of any impressions, conversions or clicks on any ads.

3. ANALYTICS. As part of the Sponsored Search and Content Match Programmes, at your option, we may provide you with proprietary software code and related tools (collectively, “Yahoo! Search Marketing Code”) for insertion on each of your websites to enable the analytical tools available for your account (“Analytics”). Provided that you install the Yahoo! Search Marketing Code, code may be delivered into the Internet browser of visitors to your website(s) during their interaction with your website(s). Subject to the terms of the Agreement, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable, limited-use license for internal use with your Programme account during the term of these Programme Terms to use, execute, and display the Yahoo! Search Marketing Code on your website solely for the purposes set forth above. You agree that during the Analytics set-up process, we may append certain parameters to the URL associated with your ad to enable Analytics. You agree that you will not edit or delete such parameters, which would prevent the proper functioning of the Analytics and would render impaired or inaccurate results.

4. YAHOO! SEARCH MARKETING CODE. At all times while the Analytics or Yahoo! Search Marketing Code is on your website(s), you agree to: (i) obtain all rights and permissions necessary for the Yahoo! Companies to use the Analytics data as contemplated under the Agreement and Yahoo! Search Marketing’s Privacy Policy located at: http://searchmarketing.yahoo.com/en_GB/legal/privacy_y.php, including using cookies, web beacons and/or other monitoring technologies to compile anonymous statistics about visitors to your website and to monitor certain pages of your website for the purposes of reporting web traffic, statistics, advertisement ‘click-throughs’ and/or other activities, and also including information on how visitors to your website may disable such monitoring technologies, and (ii) maintain and adhere to a privacy policy on your website which shall, at a minimum: (a) be available as a clear and conspicuous link from the main page of your website and any other website page where visitors may provide personally identifiable information; and (b) comply with all applicable data protection Laws, including informing end users of such Analytics and ensuring a justification is met for processing any personal information in connection with the Analytics and obtaining all rights, consents and permissions necessary or desirable for Yahoo! Search Marketing to use data as envisaged under that privacy policy, the Master Terms and Conditions and these Programme Terms.

5. EFFECTS OF TERMINATION. Sections 2 (Submission of Ads, Budgeting and Ad Display Process), 3 (last sentence only) (Analytics), and this Section 5 herein shall survive any termination of these Programme Terms.

6. ADDITIONAL TERMS. You understand that Yahoo! Search Marketing is a subsidiary of Yahoo!, and that Yahoo! and Yahoo! Search Marketing use Yahoo! Search Marketing services to advertise certain of their respective products and services.

You must ensure that ads (including as displayed) are acceptable to you or your advertiser (if applicable) (including that the uniform resource locator or hyperlink submitted by you works) and comply with the other provisions of the Master Terms and Conditions (even where Yahoo! Search Marketing has assisted you with the submission of those ads). It is your responsibility to ensure that any uniform resource locator in any ad has not been broken at any time.
The Agreement, including the Master Terms and Conditions and Programme Terms, was last updated on 15.05.07.