2. PURPOSE
2.1 The GTCS and the SPECIAL TERMS AND CONDITIONS shall govern relations between the CUSTOMER and YAHOO ! associated with:
- à the publication of MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA, on a non-exclusive basis, in accordance with the CONTRACT(S) signed by and between YAHOO ! and the CUSTOMER; and
- à the publication of SEARCH ADVERTISEMENTS on the SEARCH MEDIA, on a non-exclusive basis, in accordance with the CONTRACT(S) signed by and between YAHOO ! and the CUSTOMER.
2.2 Unless expressly agreed otherwise by mutual agreement between YAHOO ! and the CUSTOMER, any signature of a CONTRACT by a CUSTOMER shall fully and automatically cause the CUSTOMER to accept and adhere to the GTCS and to the SPECIAL TERMS AND CONDITIONS specific to each YAHOO ! OFFER, notwithstanding any clause to the contrary appearing in any of the CUSTOMER’s documents, including any commercial documents, and in any prior written or oral agreement.
2.3 YAHOO ! does not grant any exclusivity to the CUSTOMER for the advertising space on which are published the ADVERTISEMENTS which form the subject-matter of the CONTRACT or which form the subject-matter of a distribution agreement.
3. FORMATION OF THE CONTRACT
Special rules specific to each YAHOO ! OFFER are applicable and defined in the SPECIAL TERMS AND CONDITIONS (I), (II), (III) and (IV) appended to these GTCS.
4. REFUSAL, CANCELLATION, MODIFICATION OR WITHDRAWAL OF AN ADVERTISEMENT BY YAHOO !
4.1. YAHOO ! reserves the right, if it considers inter alia that the content and/or placement of the ADVERTISEMENT could give rise to its criminal liability and/or liability in tort, if the advertiser is a competitor of YAHOO ! or one of its partners, or if the ADVERTISEMENT is contrary to the customs, practices and principles followed by YAHOO !, to:
- refuse or cancel any ADVERTISEMENT or CONTRACT,
- demand any modification to the ADVERTISEMENT’s creatives,
- withdraw any ADVERTISEMENT from the medium concerned during its publication,
at any time, it being specified that such steps shall not give rise to any right to indemnity of any nature whatsoever in favour of the CUSTOMER.
4.2. Reimbursement of an ADVERTISEMENT
4.2.1 Reimbursement of the MEDIA ADVERTISEMENT shall be possible solely in those cases where YAHOO ! withdraws the MEDIA ADVERTISEMENT during publication on the grounds that the advertiser is a competitor of YAHOO ! or of one of its partners, or where the MEDIA ADVERTISEMENT is contrary only to those customs, practices and principles followed by YAHOO !.
The reimbursement shall equal the amounts already paid to YAHOO !, without the CUSTOMER being entitled to claim any other compensation.
4.2.2 YAHOO ! shall repay to the OLS CUSTOMER (as defined in Article 1.2 of the SPECIAL TERMS AND CONDITIONS for SEARCH MARKETING OFFERS part IV) all or part of a budget which remains unused, if YAHOO ! withdraws a SEARCH ADVERTISEMENT, on the grounds that the advertiser is a competitor of YAHOO ! or of one of its partners or if the SEARCH ADVERTISEMENT is contrary only to those customs, practices and principles followed by YAHOO !.
4.3. In any event, YAHOO !’s acceptance of an ADVERTISEMENT shall not be deemed a confirmation of compliance of the ADVERTISEMENT’s content with the provisions of these terms and conditions and/or regulations in force, nor a waiver of YAHOO !’s rights arising hereunder.
Similarly, any demand for the modification of the creative of an ADVERTISEMENT shall not give rise to liability for YAHOO ! due to the content of this ADVERTISEMENT.
4.4. YAHOO ! reserves the right to submit the ADVERTISEMENT to BVP (French advertising industry self-regulatory body) for its opinion, prior to or during its publication. In the event that BVP considers the ADVERTISEMENT to be contrary to regulations in force and/or professional standards, YAHOO ! may, at its discretion, decide not to publish the ADVERTISEMENT or to withdraw the ADVERTISEMENT during its publication. The CONTRACT shall then be fully and automatically terminated without any indemnity in favour of the CUSTOMER, and without this limiting any damages in favour of YAHOO ! for loss suffered by it.
5. ADVERTISING PUBLICATION RATES
5.1. Applicable rates
The applicable rates shall be the rates in force at the time of signature of the CONTRACT by YAHOO !. These rates shall remain applicable throughout the duration of the CONTRACT.
5.2. Taxes and technical costs
Taxes and technical costs, such as composition or execution costs, are not included in the rates; they shall be fully borne by the CUSTOMER.
5.3. Professional rebate granted to the CUSTOMER
In accordance with the rates applicable to the various YAHOO ! OFFERS, YAHOO ! shall grant a rebate to advertisers who make use of an INTERMEDIARY for the performance of the CONTRACT.
The amount of this rebate is defined in the SPECIAL TERMS AND CONDITIONS which are specific to each YAHOO ! OFFER.
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In order to benefit from this professional rebate, the INTERMEDIARY must first provide YAHOO ! with the certificate of agency binding it to the CUSTOMER, duly completed and signed by the parties, it being specified that this certificate must be valid for the entire period of publication of the ADVERTISEMENT as stated in the CONTRACT.
The INTERMEDIARY warrants the application of the professional rebate in compliance with the provisions of Law No. 93-122 of 29 January 1993 (the “Loi Sapin”).
Without this limiting its other rights, YAHOO ! reserves the right to demand the repayment of any professional rebate which has been unduly given.
5.4. Other rebates
The other rebates granted by YAHOO !, if any, are stated in the applicable rates or will be specified on request.
6. PAYMENT TERMS
6.1. Payment terms applicable to MEDIA ADVERTISEMENTS
The invoice will be sent by YAHOO ! to the CUSTOMER as of the date of the first publication. The invoice will contain the price for publication of the MEDIA ADVERTISEMENTS, incremented as applicable by all technical costs and taxes. Payments shall be made monthly, by cheque or by wire transfer (costs and charges to be borne by the Customer), within 30 days following the date of the invoice for advertisers making their MEDIA ADVERTISEMENT purchasing directly with YAHOO !, and within 60 days following the date of the invoice for advertisers making their MEDIA ADVERTISEMENT purchasing through their INTERMEDIARY.
6.2. Payment terms applicable to SEARCH ADVERTISEMENTS
The payment terms are defined in the SPECIAL TERMS AND CONDITIONS for SEARCH MARKETING OFFERS.
6.3. Failure to pay
The CUSTOMER shall in any event remain solely liable for the payment of invoices.
Any failure to pay an invoice on due date shall fully and automatically cause performance of the CONTRACT to be suspended and, where applicable, the readjustment of any granted volume reductions. All sums due by the CUSTOMER for services already provided may, at YAHOO !’s discretion, become immediately payable.
Without this limiting YAHOO !’s other rights, penalties shall be applicable in the event that the sums due are paid after the payment date appearing on the invoice. These penalties, for an amount equal to three times the official interest rate, shall be due after notice summoning payment has remained without effect.
Moreover, any failure to pay on due date may give rise to an indemnity for YAHOO !, following notice summoning payment which has remained without effect, equal to 10% of the total amount of sums which have become payable.
All costs of collection of sums due incurred by YAHOO ! shall be borne by the CUSTOMER, without this limiting YAHOO !’s other rights.
6.4. Disputing invoices
Any dispute or challenge concerning an invoiced amount must be sent in writing to YAHOO !, within a maximum period of one year following the performance of the service.
That failing, the CUSTOMER expressly waives any dispute or challenge and the invoice in question shall be final.
6.5. Special provisions for CUSTOMERS located outside France
For CUSTOMERS having their registered offices outside France or where the banking establishment is located outside France, YAHOO ! reserves the right to demand full payment of the CONTRACT before any publication of their ADVERTISEMENT.
7. STATISTICS
The CUSTOMER acknowledges and accepts that all of the statistics issued by YAHOO ! concerning the publication of the ADVERTISEMENTS on the YAHOO ! NETWORK shall be deemed, between the parties, as official and definitive data concerning the levels of YAHOO !’s performance in terms of IMPRESSIONS, clicks or any other unit of measurement used, for one or more ADVERTISEMENTS, and said statistics shall prevail between the parties over any other data recorded by the CUSTOMER or by any third party with respect to the ADVERTISEMENT in question.
8. INTELLECTUAL PROPERTY
8.1. The CUSTOMER shall not acquire any proprietary rights or right of use over the screenshots or over any references, distinctive signs, emblems, logos, trademarks, works or text concerning YAHOO !, which remain the exclusive property of YAHOO !.
8.2. The CUSTOMER authorises YAHOO !, without exclusivity and for the whole world, to use, reproduce, represent, display, adapt and provide to the public the ADVERTISEMENT including in particular the trademarks, creations protected by authors’ rights, logos, and all distinctive signs appearing in the ADVERTISEMENT and supplied by the CUSTOMER.
8.3. L’autorisation prévue ci-dessus est consentie en vue de l’utilisation de l’ANNONCE :
- under those conditions and for the duration provided for in the CONTRACT;
- within (i) the results of statistical studies concerning the effectiveness of the ADVERTISEMENT, carried out during its publication via the YAHOO ! NETWORK (and provided that said study has been financed by YAHOO !), reproduced on any written, visual, audiovisual and/or electronic medium and (ii) any document of any nature whatsoever intended to present YAHOO !’s advertising services, for a period of two (2) years as of the end of the CONTRACT, and (iii) on all new pages of the YAHOO ! MEDIA exploited in the framework of tests.
8.4. The authorisation provided for in paragraph 8.2 is granted with a view to the use of the ADVERTISEMENT on the YAHOO ! NETWORK and on any current or future medium, including paper, digital media, online, by any means of electronic communication, by airwave, cable or satellite broadcast, and in all graphical forms, in any environment, in any language and for any intended use or exploitation as provided for in the CONTRACT, including notably for informational or commercial purposes.
8.5. It is agreed however that the CUSTOMER shall remain the owner of its trademarks and intellectual property rights which it held prior to the signature of the CONTRACT.
9. WARRANTIES BY THE CUSTOMER
9.1. The CUSTOMER expressly warrants that it shall take personal responsibility for obtaining all rights and authorisations required for the publication of any ADVERTISEMENT.
9.2. The CUSTOMER warrants that the content of the ADVERTISEMENT shall not infringe any standard and/or regulations in force (including those concerning advertising, competition, sales promotion, intellectual property, the use of the French language, the rights of the person, and the collection of personal data), nor any third party rights (pertaining in particular to intellectual property rights over their works and over software), nor the guidelines of the International Chamber of Commerce, nor professional conduct codes, nor the YAHOO ! editorial policy, nor the YAHOO ! Privacy Policy accessible on the YAHOO ! site, and it does not contain any message that is defamatory or harmful to third parties.
9.3. The CUSTOMER expressly warrants that it hold all rights pertaining to the ADVERTISEMENT and that it is authorised to freely dispose of the ADVERTISEMENT, for which it is the owner or licensee of the rights of exploitation with a view to its reproduction, representation and display in accordance with the terms of the CONTRACT and of these Terms and Conditions. For this purpose, it warrants to YAHOO ! that it has taken or shall take personal responsibility for dealing with all remuneration due, including without limitation with respect to the reproduction and communication of the ADVERTISEMENT and making it available to the general public, and that it has concluded or will conclude any and all contracts and has obtained or will obtain all necessary authorisations from all natural or legal persons who have intervened in any respect whatsoever in the creation of the ADVERTISEMENT, or who may claim any rights in the exploitation of the ADVERTISEMENT and/or in elements integrated into the ADVERTISEMENT (namely, their heirs, successors and assigns, including collective rights management organisations), and all natural persons whose name, image, voice, biography or assets (tangible or intangible) appear in the ADVERTISEMENT.
9.4. The CUSTOMER warrants that the ADVERTISEMENT does not provide access, via hyperlinks, to sites having content which is contrary to regulations in force or which present information which is false or misleading, or documents which are of a defamatory nature, infringing of intellectual property rights, or which undermine the image of the YAHOO ! NETWORK, YAHOO ! or a YAHOO ! ENTITY, or are contrary to its editorial policy, or are more generally illicit or harmful to the YAHOO ! NETWORK and to YAHOO !. The CUSTOMER moreover undertakes not to deactivate, for any reason whatsoever, throughout the duration of the CONTRACT, the “Back button” function provided to users via the browser that they use and which enables users to return to the YAHOO ! MEDIA by activating this function.
9.5. The CUSTOMER undertakes that no click on its ADVERTISEMENT shall cause damage to any user’s computer, lead to the downloading of software, change a user’s settings, create a series of unwanted advertisements and in particular any sequential advertisements, “pop up” or “pop-under” windows, “shaking banners” etc.
9.6. The CUSTOMER undertakes not to proceed, or incite other persons to proceed, with spamming, phishing or irregular or malevolent activities, click fraud and/or IMPRESSION fraud (according to the principles of regulations and case-law in force and/or YAHOO !’s editorial rules).
9.7. The CUSTOMER warrants that the ADVERTISEMENT shall not make it possible, in any manner whatsoever, to collect and/or identify the personal data of YAHOO ! NETWORK users, of any nature whatsoever, except if expressly agreed otherwise by and between the parties.
9.8. The CUSTOMER warrants that the material pertaining to the ADVERTISEMENT sent to YAHOO ! shall be compatible with all browsers and types of Internet connection available on the market on the date of conclusion of the CONTRACT.
9.9. The CUSTOMER shall protect and hold harmless YAHOO !, together with its directors and employees, and/or companies in its group, from and against any claims or proceedings brought by any third party and shall indemnify YAHOO ! for the consequences of any claim brought by any natural or legal person who considers himself or itself to have suffered loss in any respect whatsoever due to the publication of the ADVERTISEMENT.
This duty to protect, indemnify and hold harmless shall cover, without limitation, all damages and/or criminal law penalties imposed on YAHOO ! and shall extend to any court costs, including “unrecoverable” expenses (i.e. procedural expenses awarded separately from the Court’s assessment of judicial costs) and lawyers’ fees.
It is expressly agreed that the CUSTOMER undertakes to inform YAHOO ! immediately of any claim made by a third party concerning the publication of the ADVERTISEMENT, so that YAHOO ! may suspend or interrupt publication of the ADVERTISEMENT without such suspension or interruption giving rise to any indemnity in favour of the CUSTOMER. The CUSTOMER shall remain liable for the entire amount of sums due to YAHOO ! under the CONTRACT.
9.10. In the event of failure by the CUSTOMER to comply with the above warranties and its duty to protect, indemnify and hold harmless, YAHOO ! reserves the right to suspend the publication of the ADVERTISEMENT without delay, without the CUSTOMER being entitled to claim any indemnity of any nature whatsoever in its favour. The CUSTOMER shall remain liable for all sums due to YAHOO ! under the CONTRACT.
10. LIABILITY OF YAHOO !
Any technical defects in the advertising materials provided by the CUSTOMER, including the failure to comply with the technical specifications, or any delay in the delivery of said elements, and the launch of the sites which they are intended to promote, cannot under any circumstances justify the termination of the CONTRACT, nor provide entitlement to any indemnification whatsoever in favour of the CUSTOMER, and shall release YAHOO ! from any liability in the performance of the CONTRACT. The sums invoiced by YAHOO ! shall remain fully due by the CUSTOMER at the agreed date and for the entire campaign.
YAHOO ! shall not under any circumstances be liable in the event of breach by the CUSTOMER of its obligations set out in Article 11 below, and any subsequent claims.
YAHOO ! shall not under any circumstances be liable for any direct or indirect damage, loss of profits, loss of business, harm caused to its image or any other loss arising from the failure to publish the ADVERTISEMENT in accordance with the CONTRACT.
The liability of YAHOO ! under the CONTRACT shall only arise for proven fault or negligence, within a period of 12 months following the date of occurrence of the originating event, and shall not under any circumstances exceed the net amount paid or, that failing, payable to YAHOO ! under the CONTRACT.
In any event, the CUSTOMER acknowledges and accepts that the non-identifiable and variable nature of the SEARCH MEDIA and NETWORK MEDIA shall not give rise to liability on the part of YAHOO !.
YAHOO ! shall not be obliged to return the material following the performance of the CONTRACT. YAHOO ! shall not be liable in the event of loss and/or damage suffered by the provided material, at the time of its transmission or during the performance of the CONTRACT.
YAHOO ! shall be released from its duty to publish the ADVERTISEMENT in the occurrence of an event of force majeure or exceptional circumstances which are beyond its control and which prevent it from performing its duties, including in particular any technical dysfunction of any nature. Under these circumstances, the CONTRACT shall be fully and automatically terminated without notice and without indemnification being owed to either party, and the sums paid by the CUSTOMER shall be reimbursed, as applicable, on a pro rata temporis basis according to the period of publication still to run.
11. PERSONAL DATA
11.1. By using the YAHOO ! services, CUSTOMERS may be led to provide YAHOO ! with browsing data concerning users visiting their own websites. CUSTOMERS may also be led to provide personal data concerning natural persons employed by said CUSTOMERS.
11.2. By concluding this CONTRACT and by providing such data to YAHOO !, or by accepting that YAHOO ! collects such data directly in the use of YAHOO ! services, including without limitation through the use of cookies or markup tags, together with IP addresses, CUSTOMERS undertake, in accordance with applicable laws and regulations concerning personal data, to provide clear and complete information to their employees, on the one hand, and to the users of their websites, on the other hand, concerning the collection and use of these data, and they expressly accept (and warrant that any person concerned also accepts) that YAHOO ! may use such data:
- in order to manage CUSTOMERS’ accounts, provide communication concerning the YAHOO ! offers and changes to them, in order to respond to CUSTOMERS’ questions via customer support;
- in order to publish targeted advertising, determine aggregate and anonymous statistics, remedy any fraudulent or abusive activity on the YAHOO ! NETWORK;
- to share such data with any YAHOO ! ENTITY, including in countries which may not, as the case may be, provide the same level of protection for these personal data as the country in which the data was collected. Concerning the United States, YAHOO ! adheres to the Safe Harbour principles which guarantee compliance with an adequate level of protection for data collected, processed and stored in the United States, in accordance with European Commission Decision No. 2000/520 of 20 July 2000.
11.3. In accordance with the French data protection Act amended by the Law of 6 August 2004, natural persons employed by CUSTOMERS benefit from a right of access, rectification, opposition and deletion with respect to personal data concerning them, which they may exercise by writing to Yahoo ! France, 17-19 rue Guillaume Tell - 75017 PARIS - legal department - YAHOO ! Advertisers Personal Data department. Data concerning natural persons for CUSTOMERS which have subscribed to a SEARCH MARKETING OFFER are used in accordance with the charter available at the following address: http://searchmarketing.yahoo.com/fr_FR/legal/privacy_y.php.
11.4. User data are processed in accordance with the rules for the protection of personal data, available at the following address: http://info.yahoo.com/privacy/fr/yahoo/ which informs users in particular on the deactivation of cookies (http://info.yahoo.com/privacy/fr/yahoo/cookies/) and the use of remote advertising servers (http://info.yahoo.com/privacy/fr/yahoo/adservers/).
In the framework of these terms and conditions, it is hereby stated that YAHOO ! has declared its user, prospects and customer databases to CNIL (French Commission on Computers and Civil Liberties).
11.5. The CUSTOMER expressly accepts that YAHOO ! shall not disclose any personal data of any nature whatsoever concerning the users viewing the ADVERTISEMENT, whatever the targeting options that may be chosen under the CONTRACT.
12. TERMINATION
YAHOO ! reserves the right to suspend the publication of one or more ADVERTISEMENT(S) and/or to terminate the CONTRACT fully and automatically and/or to deactivate any hypertext link installed by the CUSTOMER between the ADVERTISEMENT and a website, without indemnification in favour of the CUSTOMER, without formality and without notice, in the event that the CUSTOMER does not comply with its duties under these general terms and conditions and the SPECIAL TERMS AND CONDITIONS. In particular, YAHOO ! may suspend the publication of any and all current ADVERTISEMENT(S) if the CUSTOMER does not comply or has not complied with its duties concerning the payment of YAHOO ! invoices.
Il It is expressly agreed that the end of the agency agreement between the INTERMEDIARY and the CUSTOMER, for any cause whatsoever, may lead to the termination of the current CONTRACT.
13. CONFIDENTIALITY
The conclusion of the CONTRACT, its provisions, and any information relating directly or indirectly to the CONTRACT and/or to the ADVERTISEMENT, are confidential (hereinafter referred to as “CONFIDENTIAL INFORMATION”). The CUSTOMER undertakes to disclose the CONFIDENTIAL INFORMATION only to its directors and employees whose jobs are closely connected to the ADVERTISEMENT and for whom such information is imperatively required for the performance of their employment contract.
The CUSTOMER undertakes to ensure that none of its directors, employees and/or any person representing it shall disclose the CONFIDENTIAL INFORMATION to the public, by way of any press release and/or article and/or conference, any informative prospectus concerning the CUSTOMER, advertising information or any other means whatsoever, for any reason whatsoever. Any breach of this duty of confidentiality by the CUSTOMER shall cause the termination of the CONTRACT without any indemnity being able to be claimed by the CUSTOMER in this respect, and without this limiting any damages in favour of YAHOO!.
14. NO ASSIGNMENT OF THE CONTRACT
The CUSTOMER may not resell, assign or transfer any of the rights granted under these terms and conditions and/or under the CONTRACT to any natural or legal person whomsoever or whatsoever, including a parent company, sister company, or subsidiary; any purported transfer shall cause the immediate termination of the CONTRACT without any liability for YAHOO !, and without this limiting any entitlement to damages.
YAHOO ! may freely assign this CONTRACT to any YAHOO ! ENTITY.
15. MISCELLANEOUS
15.1. The GTCS and the SPECIAL TERMS AND CONDITIONS appended hereto complete the INSERTION ORDER.
15.2. YAHOO ! reserves the right to amend the GTCS and/or the SPECIAL TERMS AND CONDITIONS. The amended terms and conditions shall enter into force as of the time they are put online on the yahoo.fr site at the address http://fr.adinfo.yahoo.com/ and at the site http://searchmarketing.yahoo.com/fr_FR/legal/piterms.php and shall apply fully and automatically to all INSERTION ORDERS signed as of the time they are put online. For current CONTRACTS, the amended Terms and Conditions shall enter into force one month after their notification to the CUSTOMERS, except where expressly refused by them within 30 days following receipt of notification.
15.3. The Parties hereby agree that all data, information, files and other digital items exchanged between them, and any expression of agreement, including by electronic means, concerning the conclusion of the CONTRACT, shall constitute valid, admissible and binding evidence, with the probative value of an ordinary signed contract. The Parties undertake not to dispute, on the grounds of their electronic nature, the admissibility, validity, binding force or probative value of the aforementioned elements of an electronic nature or in electronic format. Unless proven otherwise, these elements shall be valid and binding between the Parties in the same manner, under the same conditions and with the same value in evidence as any document drawn up, recorded or conserved in writing.
15.4 Any notification must be sent by e-mail to the e-mail addresses provided by each of the parties. It is however specified that any notification concerning invoicing must be sent by registered letter with return receipt requested to the respective registered offices of each of the parties.
YAHOO ! shall send notifications to the CUSTOMER by e-mail. It is therefore the CUSTOMER’s responsibility to ensure that the addresses and data communicated in the CONTRACT concerning its account are up-to-date and exact throughout the duration of the CONTRACT. For this purpose, the CUSTOMER undertakes to notify YAHOO ! without delay, in writing, of any changes to these elements.
15.5 The courts within the judicial district of the Paris Cour d’appel [Court of Appeals] shall have exclusive jurisdiction for any dispute pertaining to the validity, interpretation or performance of the CONTRACT. The CONTRACT shall be governed by French law.
II - YAHOO ! FRANCE
SPECIAL TERMS AND CONDITIONS / MEDIA ADVERTISEMENTS
GUARANTEED INVENTORY OFFER
These SPECIAL TERMS AND CONDITIONS govern the reservation and sale of advertising space available on the YAHOO ! MEDIA and the PARTNER MEDIA in the framework of the GUARANTEED INVENTORY OFFER, and complete the YAHOO ! GTCS (General Terms and Conditions of Sale). Thus, notwithstanding the provisions of the GTCS, the provisions set out in the Special Terms and Conditions: GUARANTEED INVENTORY OFFER, defined below, shall apply. However, in the event of contradiction between GTCS and these terms and conditions, the latter shall prevail.
1. FORMATION OF THE CONTRACT
1.1. General rules
On receipt of requests for information (also known as brief(s)) from the CUSTOMER with a view to publishing MEDIA ADVERTISEMENTS, and subject to their approval by YAHOO ! (and in particular by its financial department), YAHOO ! shall draw up a PROPOSAL which it will send to the CUSTOMER. The CUSTOMER shall then have a period of 14 business days as of the date appearing in the PROPOSAL to notify YAHOO !, by any means, of its wish to publish its ADVERTISEMENT(S) under those conditions appearing in the PROPOSAL.
The CUSTOMER shall also inform YAHOO ! by any means of the sites among the YAHOO ! MEDIA and/or PARTNER MEDIA on which it wishes to publish its MEDIA ADVERTISEMENTS.
Once the PROPOSAL has been notified to YAHOO !, and subject to availability as described in the PROPOSAL, YAHOO ! shall then send the CONTRACT which must be signed by the CUSTOMER in compliance with the signature rules laid down by YAHOO ! and applicable as of the signature of said CONTRACT, under the following conditions:
- As of receipt of the CONTRACT, the CUSTOMER must return it without delay by fax or e-mail if the CUSTOMER has an electronic signature, duly signed and completed and bearing the words “read and approved”; or
- If the CUSTOMER meets the conditions required by YAHOO ! for online signature of a CONTRACT (as communicated by YAHOO ! on request), the CUSTOMER may then sign the CONTRACT electronically. In order to do so, the CUSTOMER must follow the signature procedure given in the e-mail sent by YAHOO !, and must in particular read and accept these GTCS online, then accept the CONTRACT online. Once accepted, the CONTRACT shall be automatically sent by e-mail to YAHOO !; or
- If the CUSTOMER does not meet the conditions required by YAHOO ! for the online signature of a CONTRACT or if it wishes to sign a CONTRACT by hand, the CUSTOMER must i) print the CONTRACT sent by YAHOO ! by e-mail, ii) complete and sign it by hand, then iii) return it, signed, to YAHOO ! without delay by fax or by e-mail (digitised version).
YAHOO ! shall inform the CUSTOMER of the signature rules applicable at the time of signature of the CONTRACT by the CUSTOMER.
In the event that all or part of the conditions appearing in the PROPOSAL are no longer available at the time of notification by the CUSTOMER, YAHOO ! shall send it a new PROPOSAL which will be subject to the above rules.
The CUSTOMER must then without delay provide the type of file that it will use for its advertising (in a format stated at the URL: http://fr.solutions.yahoo.com/ and with any other format requiring YAHOO !’s prior agreement), together with any documents and/or information required by YAHOO ! as the case may be.
1.2. Option rules
The CUSTOMER shall be able to place two options: an “option 1” for a date corresponding to a first choice for the publication of its MEDIA ADVERTISEMENT and providing priority for that date, and an “option 2” corresponding to a second choice of date for publication for which it will not have priority. A same date cannot therefore be the subject of an option 1 and an option 2 by the same CUSTOMER.
If an option is notified to YAHOO ! by another advertiser for dates which are already covered by an option 1, those option 1 CUSTOMERS will have a period of two business days following notification sent to them by YAHOO ! in order to confirm their option. In the absence of confirmation by the CUSTOMER in the above forms and deadlines, the new advertiser’s option shall necessarily be confirmed.
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If a CUSTOMER having notified an option to YAHOO ! does not confirm this option within two business days following notification, the CUSTOMER’s option shall no longer have priority if the second advertiser confirms its option by sending YAHOO ! the duly signed CONTRACT by any means.
Where the CUSTOMER’s request is made within 10 days preceding the date on which the MEDIA ADVERTISEMENT is effectively put online, the option system described herein shall not be implemented. The CUSTOMER must then directly send YAHOO ! the duly signed CONTRACT as of receipt of the PROPOSAL, so that its MEDIA ADVERTISEMENT shall be firmly and definitively reserved.
If an option is proposed more than 10 days prior to the publication date but not finally confirmed 10 days prior to the publication date, the option shall lapse. The first advertiser to send its duly signed CONTRACT to YAHOO ! shall then have the slot allotted to it under the desired conditions.
1.3. Special rules applicable to MEDIA ADVERTISEMENTS published on the Home Page
1.3.1 On YAHOO ! MEDIA
The advertising space available on the Home Page of YAHOO ! MEDIA may be reserved either with exclusivity, or by CPM.
(a) Publication of the MEDIA ADVERTISEMENT with exclusivity and on a CPM basis for a volume greater than or equal to 2.5 million IMPRESSIONS.
YAHOO ! shall send the CUSTOMER a PROPOSAL stating the period and precise positioning for the MEDIA ADVERTISEMENT’s publication.
- If the CUSTOMER’s request is made with a minimum of 10 days prior to the MEDIA ADVERTISEMENT being effectively put online on the Home Page, the CUSTOMER may, as of receipt of the PROPOSAL, make an option by notifying it to YAHOO ! by e-mail in accordance with the principle set out in Article 1.1. above.
- If the CUSTOMER’s request is made within 10 days prior to the MEDIA ADVERTISEMENT being effectively put online on the Home Page, the option system described in point 1.2 above shall not be implemented. The CUSTOMER shall then directly send YAHOO ! the duly signed CONTRACT as of receipt of the PROPOSAL, so that it shall be firmly and definitively reserved.
(b) Publication of the MEDIA ADVERTISEMENT on a CPM basis for a volume less than 2.5 million IMPRESSIONS
In this case, the days and placement for publication shall be freely chosen by YAHOO ! between Monday and Sunday, over the given publication period, without any option being available to the CUSTOMER.
YAHOO ! shall send a PROPOSAL stating the publication period of the ADVERTISEMENT and reminding the CUSTOMER that the days and placement for publication shall be chosen at its discretion. The CUSTOMER must then directly send YAHOO ! the duly signed CONTRACT as of receipt of said PROPOSAL.
In both cases referred to in (a) and (b) above, the reservation of the positioning and/or period shall only be firm and final as of the receipt by YAHOO ! of the CONTRACT signed by the CUSTOMER under those conditions described in Article 1.1. above.
1.3.2. On PARTNER MEDIA
The particular rules applicable to MEDIA ADVERTISEMENTS published on the home page of PARTNER MEDIA are available on request, as the case may be.
1.4. Positioning
The CUSTOMER and YAHOO ! shall identify, by mutual agreement in the CONTRACT, the services and categories of the YAHOO ! MEDIA and/or PARTNER MEDIA in which its MEDIA ADVERTISEMENTS shall be published.
YAHOO ! may freely decide to position the MEDIA ADVERTISEMENT close to advertising space used by the CUSTOMER’s direct or indirect competitors, including in particular in the framework of rotating banners.
2. DELIVERY OF ADVERTISING MATERIALS
2.1. The CUSTOMER shall provide all materials concerning the ADVERTISEMENT which are required for its publication, in accordance with YAHOO !’s practice and principles currently in force, and in accordance with the technical specifications required by YAHOO !, including as to the format, size, weight, animation, and all specific formats associated with custom events, and in general as specified on YAHOO !’s site including notably at the address http://fr.solutions.yahoo.com/. These materials shall be provided to YAHOO ! at least three (3), five (5) or ten (10) business days (according to the lead time stated on YAHOO !’s site) prior to the first date of publication of the MEDIA ADVERTISEMENT.
2.2. In the event of failure by the CUSTOMER to comply with the deadlines and/or technical specifications and/or practice and principles (and where the technical elements requested by YAHOO ! have not been provided in the above deadlines, including notably on the date of the start of publication of the MEDIA ADVERTISEMENT), YAHOO ! shall make its best efforts to ensure that the MEDIA ADVERTISEMENT is published in accordance with the CONTRACT, including particularly in terms of the publication period and number of impressions or any other applicable unit of measurement. In any event, the price for publication as specified in the CONTRACT shall be due in its entirety by the CUSTOMER and YAHOO ! shall not owe any compensation, indemnity or interest to the CUSTOMER and/or any interested third party. In this case, YAHOO ! shall also be released from any quantitative commitment regarding the publication of MEDIA ADVERTISEMENTS.
2.3. Concerning the advertising materials pertaining to (i) a MEDIA ADVERTISEMENT published with exclusivity (ii) an ADVERTISEMENT published on the Home Page or (iii) a MEDIA ADVERTISEMENT published via custom events formats, a penalty of 500 (five hundred) Euros per day late shall be applied in the event of failure to comply with the delivery lead time specified on the site and/or the technical specifications demanded by YAHOO !. Moreover, any delivery of materials made less than 24 hours from the deadline for publication of the MEDIA ADVERTISEMENT shall lead to YAHOO ! refusing to put said MEDIA ADVERTISEMENT online and the payment by the CUSTOMER of 80% of sums due as stated in the CONTRACT.
3. PUTTING AN ADVERTISEMENT ONLINE
The MEDIA ADVERTISEMENT may be put online provided that (i) the CUSTOMER has returned the signed CONTRACT to YAHOO ! pursuant to the applicable SPECIAL TERMS AND CONDITIONS, accompanied as necessary by the certificate of agency in accordance with Article 5.3 of the GTCS, at the latest at 15:30 hours (French time) on the day preceding the date on which the MEDIA ADVERTISEMENT is put online and, (ii) the materials concerning the MEDIA ADVERTISEMENT have been delivered under those conditions set forth in Article 2 hereof.
Subject to any statement to the contrary in the CONTRACT, YAHOO ! cannot guarantee the time of day at which the MEDIA ADVERTISEMENT shall be put online.
In the event of an interrupted publication, YAHOO ! undertakes to reimburse the CUSTOMER for the interrupted period (i) on a proportional basis according to the impressions still to be published at the time the publication is interrupted, (ii) under the conditions provided in the CONTRACT.
4. ANNULATION CANCELLATION/SUSPENSION/RENEWAL BY THE CUSTOMER
4.1. General Rules
Any modification or cancellation and any postponement of the CONTRACT after its signature by the CUSTOMER (whatever the form of the MEDIA ADVERTISEMENT), shall be authorised exclusively under the following conditions: sending of an e-mail with the subject [Cancellation / Modification / Renewal] “name of the campaign” to the address fr.mediaam@yahoo-inc.com -, and to the e-mail address of the CUSTOMER’s commercial contact.
Only the date and time of receipt of said e-mail by YAHOO ! shall be binding, namely the information stated on the print-out of said e-mail.
4.2. Cancellation of the CONTRACT
(a) Any cancellation of the CONTRACT by the CUSTOMER made under those conditions provided in Article 4.1 above, received by YAHOO ! with a minimum period of three calendar weeks prior to the first publication date provided for in the CONTRACT, (i) shall have the effect of terminating the CONTRACT and (ii) shall lead to reimbursement to the CUSTOMER of all sums paid for the publication of the MEDIA ADVERTISEMENT or to no payment by the CUSTOMER.
(b) Any cancellation of the CONTRACT by the CUSTOMER made under those conditions provided for in Article 4.1 above, received by YAHOO ! within a period of between three calendar weeks and ten (10) calendar days prior to the first publication date provided for in the CONTRACT, (i) shall have the effect of terminating the CONTRACT and (ii) shall lead to the invoicing of 50% of the sums due under the cancelled CONTRACT.
(c)
(d) In any event, the cancellation of the CONTRACT is strictly prohibited as of the publication date and, a fortiori, during the publication of the MEDIA ADVERTISEMENT on the YAHOO ! MEDIA and/or PARTNER MEDIA, on any grounds whatsoever.
4.3. Postponement or suspension of the CONTRACT
(a) Any postponement or any suspension of the CONTRACT by the CUSTOMER made under those conditions provided in Article 4.1 above, received by YAHOO ! within a minimum period of three calendar weeks prior to the first publication date provided for in the CONTRACT, shall lead to reimbursement to the CUSTOMER of all sums paid for the publication of the MEDIA ADVERTISEMENT, or no payment by the CUSTOMER.
(b) Any postponement or any suspension of the CONTRACT by the CUSTOMER made under those conditions provided in Article 4.1 above, received by YAHOO ! within a period of between three calendar weeks and ten (10) calendar days prior to the first publication date provided for in the CONTRACT, shall give rise to the invoicing of 30% of the sums due under the postponed CONTRACT.
(c) Any postponement or any suspension of the CONTRACT by the CUSTOMER made under those conditions provided in Article 4.1, above, received by YAHOO ! within a period of between ten (10) calendar days and the first publication date provided for in the CONTRACT shall give rise to payment by the CUSTOMER to YAHOO ! of 50% of the sums due to YAHOO ! under the postponed CONTRACT.
Any postponement or suspension, as of the campaign’s publication date, shall give rise to full payment of the sums due under the CONTRACT. YAHOO ! shall then be released from its commitment to publish any volume stated in the CONTRACT.
YAHOO ! shall not owe any compensation, indemnity or interest to the CUSTOMER and/or any interested third party.
4.4. If the CUSTOMER wishes to put a new MEDIA ADVERTISEMENT online via the YAHOO ! MEDIA and/or PARTNER MEDIA, said MEDIA ADVERTISEMENT shall be the subject of a new CONTRACT and shall be subject to the new conditions and prices in force.
4.5. Unless provided otherwise in the CONTRACT, the mutual agreement of the parties shall be required for any renewal of the CONTRACT which, as the case may be, will be subject to the terms and conditions and the prices in force at that time.
4.6. Any modifications concerning the creatives for the MEDIA ADVERTISEMENT (i) shall be the subject of a written request by the CUSTOMER, (ii) are possible as long as the modifications are sent at least 5 business days before the publication of the modified MEDIA ADVERTISEMENT, (iii) shall not give rise to any reimbursement of sums paid by YAHOO ! and/or any cancellation of sums remaining to be paid by YAHOO !.
YAHOO ! shall not owe any compensation, indemnity or interest to the CUSTOMER and/or any interested third party. In this case, YAHOO ! shall also be released from any quantitative commitment in terms of the publication of MEDIA ADVERTISEMENTS.
5. APPLICABLE RATES
5.1. The Rates for the publication of MEDIA ADVERTISEMENTS on YAHOO ! MEDIA are available at the following address: http://fr.adinfo.yahoo.com/.
Any MEDIA ADVERTISEMENT which is targeted in geographical or behavioural terms or in any manner whatsoever shall be subject to a higher rate, available from YAHOO ! on request.
Any MEDIA ADVERTISEMENT concerning a sponsoring campaign or any so-called “special” operation (meaning an operation organised specifically for a CUSTOMER in standard and non-standard formats, including in particular page dressing, “headers” and mini-sites) shall be the subject of special rates determined by quotation by YAHOO ! on the CUSTOMER’s request.
A minimum commitment of €10,000 net net excluding taxes per CONTRACT is required for any publication of a MEDIA ADVERTISEMENT.
The volume reductions which the CUSTOMER may benefit from are stated in the applicable rates available at the address http://fr.adinfo.yahoo.com/. Volumes rebates shall apply, progressively and not retroactively, for one or more MEDIA ADVERTISEMENTS from the same advertiser (same company name, registered offices and trade registry number).
5.2. The Rates for the publication of MEDIA ADVERTISEMENTS on PARTNER MEDIA are available on request.
6. PERFORMANCE REPORTS
6.1. Over the period of publication of its MEDIA ADVERTISEMENTS, the CUSTOMER shall have access, according to the terms in force as set out by YAHOO !, to all of the statistics concerning the publication of its MEDIA ADVERTISEMENTS, including the following data in particular: the number of IMPRESSIONS, the number of clicks and the click ratios.
Access to the statistics shall cease as of the end of publication of the MEDIA ADVERTISEMENTS as stated in the CONTRACT. It shall therefore be for the CUSTOMER to take the necessary measures to be able to conserve said statistics on a durable medium after the publication of its MEDIA ADVERTISEMENTS. YAHOO ! shall owe no liability in this respect.
In the event of technical difficulties external to YAHOO !, making access to and/or reading of statistics difficult and/or impossible, YAHOO ! undertakes to make its best efforts to remedy the same, insofar as possible. In any event, it cannot be held liable in this respect.
6.2. The Parties acknowledge and accept that: (i) the methods and technologies used by YAHOO ! (hereinafter referred to as the “PROCESS”), in order to draw up the statistics, have been audited by an independent professional.
6.3. The CUSTOMER acknowledges and accepts that YAHOO ! shall be deemed to have attained its obligations in terms of IMPRESSIONS if 95% of the overall number of IMPRESSIONS stated in the CONTRACT has been attained (placements purchased with exclusivity which are not sold by duration or in numbers of IMPRESSIONS are not included in this 95%). The CUSTOMER expressly waives all claims and/or indemnity in this case and undertakes to pay the entire amount of sums provided for in the CONTRACT.
6.4. Having regard to the possible fluctuations in audience, if the performance report established in accordance with the PROCESS shows that the number of IMPRESSIONS as defined in the CONTRACT has not been attained, YAHOO ! undertakes to insert the MEDIA ADVERTISEMENT in pages of the MEDIA covered by the CONTRACT, chosen at YAHOO !’s entire discretion, on a non-exclusive basis, notwithstanding any agreement to the contrary set out in the CONTRACT, until said number has been attained.
7. DURATION
The CONTRACT shall enter into force as of its signature and shall come to an end i) on the date stated in the CONTRACT, or ii) on the date on which the targets in terms of IMPRESSIONS have been attained if YAHOO ! has to extend the MEDIA ADVERTISEMENT’s publication in order to attain its targets, in accordance with Article 6.4. above.
8. LIABILITY
8.1. In the event that the MEDIA ADVERTISEMENT is not published at the date provided in the CONTRACT, other than those cases set out in Articles 2 and 3 hereof, and Articles 9 and 10 of the GTCS, YAHOO ! undertakes to insert the MEDIA ADVERTISEMENT under similar conditions to those provided in the CONTRACT, according to availability on the media covered by the CONTRACT.
8.2. In the event that the YAHOO ! service(s) and/or category(-ies) referred to in the CONTRACT are temporarily interrupted, the CUSTOMER may choose either i) to publish the MEDIA ADVERTISEMENT at the period stated in the CONTRACT via another service or category, determined by mutual agreement with YAHOO !, or ii) to postpone the publication of the MEDIA ADVERTISEMENT for 15 days following said interruption, for the period remaining to run, without the CUSTOMER being entitled to any compensation in this respect.
8.3. In the event that the YAHOO ! service(s) and/or category(-ies) referred to in the CONTRACT are definitively interrupted, the CUSTOMER may ask YAHOO ! either i) to transpose the period of publication of the MEDIA ADVERTISEMENT over to another YAHOO ! service and/or category determined by mutual agreement with YAHOO !, for the period remaining to run, or ii) to obtain reimbursement of sums paid for the publication of the MEDIA ADVERTISEMENT, on a pro rata temporis basis according to the period of publication still to run.
III - YAHOO ! FRANCE
SPECIAL TERMS AND CONDITIONS / MEDIA ADVERTISEMENTS
DIRECT RESPONSE OFFER
These SPECIAL TERMS AND CONDITIONS govern the reservation and sale of advertising space available, without distinction, on the ADVERTISING MEDIA in the framework of the DIRECT RESPONSE OFFER and complete the YAHOO ! GTCS (General Terms and Conditions of Sale). Thus, notwithstanding the provisions of the GTCS, those provisions set out in the SPECIAL TERMS AND CONDITIONS of the DIRECT RESPONSE OFFER, defined below, shall apply. However, in the event of contradiction between GTCS and these terms and conditions, the latter shall prevail.
The SPECIAL TERMS AND CONDITIONS of the DIRECT RESPONSE OFFER shall not apply to “rich media” formats, meaning advertisements in expandable, video, audio and floating ad formats as defined in the GTCS and in the YAHOO ! advertising specifications available at the following address http://fr.adinfo.yahoo.com/euroadspecs/index.html, as well as the behavioural optimisation methods.
The DIRECT RESPONSE OFFER includes two distinct offers: the YAHOO ! DIRECT OFFER and the GENERAL NETWORK ROTATION OFFER.
1. FORMATION OF THE CONTRACT
The CUSTOMER shall inform YAHOO ! by any and all means of:
- the chosen offer: YAHOO ! DIRECT or GENERAL NETWORK ROTATION OFFER
- the desired period for publishing the MEDIA ADVERTISEMENTS;
- the maximum total amount that it intends to pay for its advertising campaign (hereinafter the “Maximum Budget”), it being specified that it cannot be less than 5,000 euros net net excluding taxes;
- the chosen method of remuneration, CPC or CPM;
- within the framework of the YAHOO ! DIRECT OFFER, the amount of the CPC or CPM that the CUSTOMER accepts to pay for the publication of its MEDIA ADVERTISEMENT, within the limit of the applicable minimum CPC or CPM.
On receipt of the information defined above, and subject to its approval by YAHOO ! (and in particular by its Financial department), YAHOO ! shall draw up a PROPOSAL which it will send to the CUSTOMER. The CUSTOMER shall then have a period of 14 business days as of the date appearing in the PROPOSAL to notify YAHOO !, by any means, of its wish to publish its ADVERTISEMENT(S) under those conditions appearing in the PROPOSAL.
Once the PROPOSAL has been notified to YAHOO !, and subject to availability as described in the PROPOSAL, YAHOO ! shall then send the CONTRACT to the CUSTOMER. In the event that all or part of the conditions appearing in the PROPOSAL are no longer available at the time of the CUSTOMER’s notification, YAHOO ! shall send the CUSTOMER a new PROPOSAL governed by the rules described above.
As of receipt of the CONTRACT, the CUSTOMER must return it without delay i) by fax or by e-mail if the CUSTOMER has an electronic signature, ii) duly signed and completed (stating in particular the name and position of the signatory) and with the handwritten words “read and approved”. The CUSTOMER shall also without delay provide the type of file which will be used for its MEDIA ADVERTISEMENT (in a format listed at the URL http://fr.solutions.yahoo.com/, any other format being subject to the prior agreement of YAHOO !), together with all other documents and/or information requested by YAHOO !.
According to rules in force, online acceptance of the CONTRACT shall be proposed.
2. MEDIA ADVERTISEMENT PUBLICATION RULES
The MEDIA ADVERTISEMENTS shall be published on the ADVERTISING MEDIA, generally and without distinction, without the CUSTOMER being able to choose the sites on which the MEDIA ADVERTISEMENTS will be published.
2.1. Publishing rules in the context of the YAHOO ! DIRECT OFFER:
The display and publication of a MEDIA ADVERTISEMENT on the ADVERTISING MEDIA shall depend upon:
- the availability of advertising placements on the ADVERTISING MEDIA and the publishing conditions specific to each ADVERTISING MEDIA;
- the CPC or CPM that the CUSTOMER has accepted to pay in the event of the publication of its MEDIA ADVERTISEMENT;
- the eCPM (“effective Cost Per Mille”) generated by the MEDIA ADVERTISEMENT formats compared to other eCPM obtained on formats for competing MEDIA ADVERTISEMENTS. For each available advertising placement, priority for display shall be given to the MEDIA ADVERTISEMENT with the best-performing eCPM. The eCPM for advertising is a measurement ratio taking into account the CPC proposed by the CUSTOMER, multiplied by the level of clicks on its MEDIA ADVERTISEMENTS, per format and per placement, on the number of IMPRESSIONS.
The CUSTOMER acknowledges and accepts that, in the framework of the YAHOO ! DIRECT OFFER, YAHOO ! does not guarantee i) the minimum visibility of the MEDIA ADVERTISEMENT on the ADVERTISING MEDIA, ii) the attainment of a minimum number of IMPRESSIONS and/or clicks on the MEDIA ADVERTISEMENT, iii) the attainment of a Budget of €5,000 net or more, iv) the placing or format of the MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA, or v) the continuous display or publication of the MEDIA ADVERTISEMENT over the duration of the CONTRACT.
2.2. Publishing rules in the context of the GENERAL NETWORK ROTATION OFFER:
The display and publication of a MEDIA ADVERTISEMENT on the ADVERTISING MEDIA shall depend upon:
- the availability of advertising placements on the ADVERTISING MEDIA
- - and/or the publishing conditions specific to each ADVERTISING MEDIA;
The CUSTOMER acknowledges and accepts that, in the framework of the GENERAL NETWORK ROTATION OFFER, YAHOO ! does not guarantee i) the placing or format of the MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA, ii) the continuous display or publication of the MEDIA ADVERTISEMENT over the duration of the CONTRACT, or iii) a volume of IMPRESSIONS per format.
On the other hand, YAHOO ! guarantees the publication of the MEDIA ADVERTISEMENT and the attainment of the volume of IMPRESSIONS. The CUSTOMER acknowledges and accepts that YAHOO ! shall be deemed to have attained its obligations in terms of IMPRESSIONS if 95% of the total number of IMPRESSIONS specified in the CONTRACT has been attained. The CUSTOMER expressly waives any right of claim and/or compensation in this case, and undertakes to pay the entire amount of sums provided for in the CONTRACT.
2.3“Retargeting” methods:
The CUSTOMER may, without increasing the rates, choose one or more retargeting methods described below, subject to the placing of Pixels by the CUSTOMER under conditions specific to each targeting method, in order to improve the optimisation of publication of the MEDIA ADVERTISEMENTS.
The CUSTOMER acknowledges and accepts that, in the framework of the retargeting methods, YAHOO ! does not guarantee that a minimum number of IMPRESSIONS and/or clicks on the MEDIA ADVERTISEMENT shall be attained.
(a) CUSTOMER site retargeting
Cette technique de ciblage consiste à diffuser sur les SUPPORTS REGIE des PUBLICITES MEDIA exclusivement à des utilisateurs ayant préalablement visités le ou les sites Internet du CLIENT.
This targeting method requires the CUSTOMER to install a Pixel provided by YAHOO! on its website(s) in compliance with YAHOO ! technical specifications.
(b) Creatives retargeting
This targeting method consists in displaying MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA to web users depending on whether or not they have previously been exposed to the CUSTOMER’s MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA.
This targeting method requires the CUSTOMER to install a Pixel provided by YAHOO! in its MEDIA ADVERTISEMENTS in compliance with YAHOO ! technical specifications.
3. DELIVERY OF ADVERTISING MATERIALS
3.1. The provisions of Article 2.1 of the SPECIAL CONDITIONS / GUARANTEED INVENTORY OFFER, shall apply.
3.2. With a view to the publishing of the MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA, the CUSTOMER must provide to YAHOO !, at the latest 5 (five) business days prior to the start of the campaign, the following three compulsory formats:
- One 468 x 60 banner or One 728 x 90 mega-banner;
- One 300 x 250 medium rectangle;
- One 120 x 600 skyscraper.
and the desired optional formats from the following list:
- One 425 x 600 monster ad
- One 234 x 60 half-Banner
- One 25x25 button + text
- One 250 x 250 text;
- Un pavé 260 x 360.
One 260 x 360 text.
and any other format which is specific to the ADVERTISING MEDIA.
3.3. The CUSTOMER shall be authorised to make two changes in creatives per month, in accordance with the provisions of Article 7.1 hereof.
4. PUTTING THE MEDIA ADVERTISEMENT(S) ONLINE
The CUSTOMER shall be informed by electronic mail of the date on which the MEDIA ADVERTISEMENT(S) will be put on line. The CUSTOMER undertakes to provide to YAHOO !, at the latest 5 (five) business days prior to the start of its campaign, together with the advertising formats stated in Article 3 hereof, the signed CONTRACT and, where applicable, a certificate of agency.
YAHOO ! undertakes to give the CUSTOMER confirmation of the MEDIA ADVERTISEMENT(S) having been put online, by electronic mail within 72 hours following that time.
5. RATES / INVOICING
5.1. A minimum commitment of €5,000 net net excluding taxes per CONTRACT is required for any publication of an MEDIA ADVERTISEMENT in the framework of the DIRECT RESPONSE OFFERS .
The rate applicable to the publication of MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA in the framework of the DIRECT RESPONSE OFFERS is available at the following address: http://fr.adinfo.yahoo.com/.
The minimum CPC and CPM applicable to the publication diffusion of the MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA in the framework of the YAHOO ! DIRECT OFFER are available on request.
5.2. In the context of the YAHOO ! DIRECT OFFER, YAHOO ! shall invoice the CUSTOMER solely for the number of clicks or IMPRESSIONS recorded by YAHOO ! on the MEDIA ADVERTISEMENT over the period of publication of the MEDIA ADVERTISEMENTS.
6 ACCESS TO YAHOO !’S STATISTICS CONCERNING THE MEDIA ADVERTISEMENTS
6.1. Statistics concerning the display of the MEDIA ADVERTISEMENTS shall be sent once per week to the CUSTOMER’s e-mail address. This campaign overview shall specify:
i) the number of IMPRESSIONS delivered over the period of publication of the MEDIA ADVERTISEMENTS, or
ii) the number of clicks recorded over the period of publication of the MEDIA ADVERTISEMENTS, and
iii) the budget invoiced over the period of publication of the MEDIA ADVERTISEMENTS.
6.2. The CUSTOMER acknowledges and accepts that whatever the measurement unit applicable to the CONTRACT, no screenshots of any IMPRESSION(S) will be communicated to it, at any time whatsoever during or after the performance of the CONTRACT.
6.3. It shall be for the CUSTOMER to take the necessary steps to conserve the statistics on a durable medium. YAHOO ! shall owe no liability in this respect.
7 . VARYING THE CONDITIONS FOR PUBLICATION OF THE MEDIA ADVERTISEMENTS
7.1. Provisions common to the YAHOO ! DIRECT and GENERAL NETWORK ROTATION OFFERS
The CUSTOMER may modify each of the MEDIA ADVERTISEMENTS, within a limit of twice per month and per advertising format, and in accordance with the conditions laid down by YAHOO !. The new MEDIA ADVERTISEMENT shall be published within a period of two (2) business days following receipt of the new MEDIA ADVERTISEMENTS by e-mail. Only the date of receipt of this e-mail request by YAHOO ! shall be binding, namely the time indicated on the print-out of said e-mail.
7.2. Provisions specific to the YAHOO ! DIRECT OFFER
Throughout the duration of the CONTRACT, YAHOO ! offers the CUSTOMER the possibility of optimising its campaign by varying:
i) the CPC or CPM basis, in accordance with the provisions below.
ii) the CPC or CPM basis, in accordance with the provisions below.
iii) the CPC or CPM basis, in accordance with the provisions below.
The CUSTOMER may also vary the CPC or CPM basis which it initially fixed in the CONTRACT (within the limits of the applicable minimum rates), by electronic mail, in compliance with the conditions set out below, by sending YAHOO ! the new CPC or CPM basis that it accepts to pay for the future publication of the MEDIA ADVERTISEMENTS.
Any variations must be sent to YAHOO ! according to the following terms:
i) by electronic mail with the subject “Change of CPC or CPM price: [name of the CUSTOMER]”, to the addresses fr.mediaam@yahoo-inc.com and creative@fr.yahoo-inc.com, and to the e-mail address of the CUSTOMER’s commercial contact, and
ii) from Monday to Friday (excluding public holidays), and imperatively before 12:00 noon (French time) so that the variation can be taken into account the next day (at the latest at midnight, if it’s a business day). Only the time of receipt of the variation request by YAHOO ! shall be binding, namely the time indicated on the print-out of the e-mail.
Finally, the CUSTOMER may increase the Maximum Budget which it initially fixed in the CONTRACT, by electronic mail, in compliance with the conditions set out below, by sending YAHOO ! the Maximum Budget that it accepts to attain for the publication of the MEDIA ADVERTISEMENTS in future.
Any variations must be sent to YAHOO ! according to the following terms:
i) by electronic mail with the subject “Change in Maximum Budget: [name of the CUSTOMER]”, sent to the addresses fr.mediaam@yahoo-inc.com and creative@fr.yahoo-inc.com, and to the e-mail address of the CUSTOMER’s commercial contact, and
ii) from Monday to Friday (excluding public holidays), and imperatively before 12:00 noon (French time) for the variation to be able to be taken into account on the same day as receipt of the request (at midnight at the latest). Requests sent after the deadline of 12:00 noon (French time) shall only be taken into account the next day (at the latest at midnight, if a business day). Only the time of receipt of the variation request by YAHOO ! shall be binding, namely the time indicated on the print-out of the e-mail.
8. DURATION – PROROGATION- RENEWAL
The CONTRACT shall enter into effect as of its signature by the Parties and shall end automatically, meaning without notice, without formality and without indemnity:
i) either at the end of the publication period specified in the CONTRACT;
ii) or once the Maximum Budget has been attained.
9 CANCELLATION – TERMINATION – SUSPENSION – PROROGATION – RENEWAL
9.1. Termination, prorogation and renewal in the context of the YAHOO ! DIRECT OFFER
If the Maximum Budget has not been attained at the end of the period of publication of the MEDIA ADVERTISEMENT specified in the CONTRACT, the CUSTOMER may prorogue the CONTRACT in order to continue with the publication of the MEDIA ADVERTISEMENTS until the Maximum Budget has been attained:
i) by sending an electronic mail to YAHOO ! with the subject “prorogation CPC or CPM campaign: [name of the CUSTOMER]”, to the addresses fr.mediaam@yahoo-inc.com and creative@fr.yahoo-inc.com, and to the e-mail address of the CUSTOMER’s commercial contact;
ii) from Monday to Friday (excluding public holidays), and imperatively before 12:00 noon for the termination to be taken in account on the same day as the request (at midnight at the latest). Requests sent after this deadline shall only be taken into account the next day at midnight (if a business day). Only the time of receipt of the prorogation request by YAHOO ! shall be binding, namely the time indicated on the print-out of the e-mail; and
iii) this e-mail must be completed by the sending of a fax to the registered office of YAHOO ! confirming the prorogation of the CONTRACT, within 8 days following the prorogation request e-mail. In the absence of confirmation by fax, YAHOO ! shall have no liability in the event that publication of the MEDIA ADVERTISEMENTS on the media covered by the CONTRACT is halted.
If the Maximum Budget is attained before the end of the period for publication of the MEDIA ADVERTISEMENTS as provided for in the CONTRACT, the CUSTOMER may renew the CONTRACT until the end of said publication period, subject to the amendment of the Maximum Budget according to the conditions of Article 7.3 of these terms and conditions.
The CONTRACT may be terminated by either of the parties hereto for any reason whatsoever (except during the publication of a MEDIA ADVERTISEMENT), without indemnification for either party, according to the following terms:
i) if the demand is made by the CUSTOMER, by sending an electronic mail to YAHOO ! with the subject “[termination of the Insertion Order]: [name of the CUSTOMER]”, to the addresses fr.mediaam@yahoo-inc.com and creative@fr.yahoo-inc.com, and to the e-mail address of the CUSTOMER’s commercial contact;
ii) if the demand is made by YAHOO !, by sending an electronic mail to the CUSTOMER; and
iii) from Monday to Friday before midnight (excluding public holidays). The demand shall be taken into account on the business day following the date of receipt of the e-mail by the CUSTOMER or by YAHOO !.
9.2. Cancellation, suspension and renewal in the framework of the GENERAL NETWORK ROTATION OFFER:
The conditions which apply for the cancellation, suspension and renewal of the CONTRACT are those defined in Article 4 of the SPECIAL TERMS AND CONDITIONS for the GUARANTEED INVENTORY OFFER.
10. LIABILITY
In the event that the CUSTOMER makes use of the Retargeting methods referred to in Article 2.3 above, the CUSTOMER expressly accepts and undertakes, pursuant to laws and regulations applicable with respect to personal data, to set out clear and complete information for users, in its privacy policy (or in any other similar document) displayed on its website, stating that:
11. PERSONAL DATA
In the event that the CUSTOMER makes use of the Retargeting methods referred to in Article 2.3 above, the CUSTOMER expressly accepts and undertakes, pursuant to laws and regulations applicable with respect to personal data, to set out clear and complete information for users, in its privacy policy (or in any other similar document) displayed on its website, stating that:
(i) The CUSTOMER has placed pixels on its website’s pages which enable YAHOO ! to access certain cookies already installed on the user’s terminal, and to display MEDIA ADVERTISEMENTS on the ADVERTISING MEDIA;
(ii) The CUSTOMER complies with the French Data Protection Act, as amended by the Law of 6 August 2004;
(iii) The CUSTOMER certifies that YAHOO ! processes the data provided by it in accordance with (a) the provisions of French Data Protection Act, as amended by the Law of 6 August 2004, and (b) its privacy policy, which may be consulted by users from the web pages on the CUSTOMER’s site by way of a link to the relevant page on YAHOO !’s site, available at the following address [http://info.yahoo.com/privacy/fr/yahoo/]
YAHOO ! cannot in any way be held liable in the event of breach by the CUSTOMER of its duties set out above, and any subsequent claims.
IV YAHOO !
SPECIAL TERMS AND CONDITIONS
for SEARCH MARKETING OFFERS:
These terms and conditions govern YAHOO !’s SEARCH MARKETING OFFERS, the content of which is specified below, and complete the GTCS (General Terms and Conditions of Sale). Thus, notwithstanding the provisions of the GTCS, those provisions set out in the SPECIAL TERMS AND CONDITIONS for SEARCH MARKETING OFFERS, defined below, shall apply. However, in the event of contradiction between GTCS and these terms and conditions, the latter shall prevail.
1. DESCRIPTION OF THE SEARCH MARKETING OFFERS AND FORMATION OF THE CONTRACT
1.1. The SEARCH MARKETING OFFERS described below enable the display of the SEARCH ADVERTISEMENT on the SEARCH MEDIA:
i) « “SPONSORED LINKS OFFER” (“Sponsored Search”)
The SEARCH ADVERTISEMENT’s display is triggered by a search made by a web user who enters one of the KEYWORDS in an online search box or by a web user’s click following a search suggested by a word or by the entry of an URL address by a web user in the address bar of a web browser.
ii) CONTEXTUAL LINKS OFFER (“Content Match”)
L’affichage des ANNONCES SEARCH s’effectue à la suite du chargement d’une page web lorsque le thème de l’ANNONCE SEARCH est identique ou estimé équivalent à celui du contenu de ladite page et/ou lorsqu’il correspond au profil de l’audience de ladite page.
The SEARCH ADVERTISEMENTS are published and displayed on SEARCH MEDIA according to the publication and display rules described in Article 5 hereof, and in return for the payment to YAHOO ! of a remuneration defined according to the terms of Article 3 hereof.
The CUSTOMER must communicate the personal data required to create an account, and confirm that it accepts the GTCS and SPECIAL TERMS AND CONDITIONS. In addition, it will not manage its campaign directly using the account management tool, and must in addition conclude a CONTRACT by e-mail or by fax, according to the rules in force as communicated by YAHOO !.
1.2. To use the SEARCH MARKETING OFFERS and manage its SEARCH ADVERTISEMENT campaign, the CUSTOMER must use the following methods:
- either directly online with its account management tool (hereinafter “OLS CUSTOMER”). In this case, it must expressly accept the GTCS and the SPECIAL TERMS AND CONDITIONS online, and pay YAHOO ! pursuant to Article 4.3 hereof;
- or with the assistance of a YAHOO ! manager, referred to as an “Account Manager” (hereinafter the “AM CUSTOMER”). In this case, it must i) expressly accept the GTCS , these special terms and conditions and the INSERTION ORDER(S), ii) define a budget commitment and minimum monthly expenditure under conditions in force as required by YAHOO ! for all CUSTOMERS and the terms specified in Article 3.3 hereof, and iii) pay YAHOO ! pursuant to Article 4.2 hereof.
1.3. In any event, YAHOO ! shall provide the CUSTOMER with an account management tool enabling it to determine and manage the SEARCH ADVERTISING campaigns optimally. By using this tool the CUSTOMER may in particular (the following list being subject to change):
a) define its advertising campaign, meaning that it may determine as necessary the geographical zone (including by country, region, or county) in which it wishes its SEARCH ADVERTISEMENTS to be published, submit its SEARCH ADVERTISEMENTS and KEYWORDS with which it wishes to associate its SEARCH ADVERTISEMENTS (see Article 2 hereof), determine the budget that it wishes to allocate to the publication of its campaigns and fix its MAXIMUM BID (see Article 3 hereof);
b) use the “Domain Blocking” tool, in order to block the publication of its SEARCH ADVERTISEMENTS in certain SEARCH MEDIA, according to the conditions set forth in Article 5 hereof;
c) use the “improved forecasts” tool, in order to estimate the number of clicks on its SEARCH ADVERTISEMENTS, its average position and the number of potential clicks, at the time that this estimate is made;
d)
e) find out the quality index of its SEARCH ADVERTISEMENTS, meaning the performance of its SEARCH ADVERTISEMENTS;
f) use the “campaign optimisation” tool to define additional criteria pursuant to Article 6 hereof;
g) use the “analyses” tool to obtain more detailed information about the effectiveness and return on investment on its SEARCH ADVERTISEMENTS according to the conditions set forth in Article 7 hereof;
h) if it directly manages its campaign, pay YAHOO !, suspend or renew its campaigns directly with this tool. The duration of its campaigns will then depend on the applicable payment plan.
1.4. YAHOO ! reserves the right, throughout the performance of the CONTRACT, i) to propose new SEARCH MARKETING OFFERS and/or their derivatives or ii) to cease proposing one of the SEARCH MARKETING OFFERS and/or their derivatives, provided that it informs the CUSTOMERS in advance.
2. SEARCH ADVERTISEMENT SUBMISSIONS
2.1.
The GROUPS of SEARCH ADVERTISEMENTS must comply with the editorial rules and relevance rules laid down by YAHOO ! which are available at the following address: http://help.yahoo.com/l/fr/yahoo/ysm/sps/start/editorial/index.html, and with applicable laws, and must not infringe the rights of third parties.
2.2. The CUSTOMER may at any time delete KEYWORDS in its SEARCH ADVERTISEMENT GROUP and/or suspend the publication of its SEARCH ADVERTISEMENTS, by connecting to the online account management tool.
2.3. YAHOO ! reserves the right, at any time (before or after putting the SEARCH ADVERTISEMENTS online), (i) to refuse, withdraw or shorten any KEYWORD, GROUP of SEARCH ADVERTISEMENTS, SEARCH ADVERTISEMENTS, or reservation of advertising space, if contrary to its editorial rules or applicable laws or if they infringe the rights of third parties, without this giving the CUSTOMER any right to any indemnity of any nature whatsoever; (ii) make all suggestions for changes concerning the KEYWORDS and ADVERTISEMENTS, in order to make them compliance with applicable laws, its editorial rules and/or third party rights, it being specified that the decision to implement these proposals and/or suggestions shall lie with the CUSTOMER.
Moreover, the CUSTOMER acknowledges and accepts that the tool entitled “choose keywords”, available via the online account management tool i) is a simple statistical tool providing estimated projections over one month of the main search queries associated with keyword on the basis of main queries associated with this keyword made over the last 7 days with a 2 days latency period ii) does not concern the availability of the keyword but its pertinence having regard to the content of its SEARCH ADVERTISEMENTS and/or the elements relating thereto, and iii) gives it no right to use said keywords to identify the SEARCH ADVERTISEMENT(S) and/or the content of websites which it promotes. It is therefore for the CUSTOMER to verify whether a keyword corresponds to a protected term, including on the French trademark and patent office (INPI) website at http://www.icimarques.com and/or on the trade register website (Infogreffe) at http://www.infogreffe.fr.
3. RATES AND BUDGET
In order to gain access to and use the SEARCH MARKETING OFFERS, the CUSTOMER must fix one or more MAXIMUM BID(S) and define a budget.
3.1 Applicable Rates
3.1.1. In the framework of the CONTEXTUAL LINKS OFFER, the MAXIMUM BID per KEYWORD that the CUSTOMER proposes cannot be less than €0.05 excluding taxes, the minimum amount in force demanded by YAHOO ! for all of its CUSTOMERS.
3.1.2. In the framework of the SPONSORED LINKS OFFER, the MAXIMUM BID per KEYWORD that the CUSTOMER proposes cannot be less than the minimum amounts in force defined by an algorithm.
This algorithm is a function of, inter alia, the value of the given KEYWORD taking into consideration – among other elements – i) the number of bidders and the amount of bids for this KEYWORD, ii) the quality index value of the SEARCH ADVERTISEMENT, which also depends on various elements including the pertinence of the KEYWORDS and of the SEARCH ADVERTISEMENTS, the frequency of clicks made on the SEARCH ADVERTISEMENTS compared to competing advertisements.
The minimum amount specific to each KEYWORD is brought to the CUSTOMER’s attention at the time it submits its KEYWORDS. The CUSTOMER acknowledges and accepts that certain elements of the algorithm may be changed by YAHOO ! at any time during the performance of the CONTRACT.
3.2. Multiple mandate rebate
3.2.1. Conditions for granting the multiple mandate rebate:
The multiple mandate rebate is granted to advertisers whose INTERMEDIARY:
i) meets the qualification conditions specified in point 3.2.2 of this Article;
ii) meets the turnover conditions specified in point 3.3.4 of this Article;
iii) provides for the management, follow-up and control of the INSERTION ORDERS and invoices; and
iv) complies with or ensures the advertiser’s compliance with payment deadlines for invoices as provided for in these terms and conditions.
3.2.2. Conditions concerning the INTERMEDIARY:
The INTERMEDIARY must:
i) present a minimum of 3 active mandates issued by legally independent entities to subscribe to SEARCH MARKETING OFFERS,
ii) have an APE code which corresponds to the code reserved to agencies having the business of purchasing advertising space, and
iii) meet the conditions laid down in Law No. 93-122 of 29 January 1993 concerning the purchasing of advertising space (the “Loi Sapin”).
3.2.3. for calculating the multiple mandate rebate:
a) Definitions:
b) Principle: The multiple mandate rebate is applied quarterly and reassessed at the end of each calendar quarter, according to the amount of the Quarterly Sales generated by the INTERMEDIARY or the INTERMEDIARY’s Group.
c) The INTERMEDIARY’s membership of a group: where the INTERMEDIARY belongs to a group of agencies, the rate of the multiple mandate rebate shall be calculated according to the Quarterly Sales generated by said group, other than INTERMEDIARIES and/or advertisers which have subscribed to a Prepaid payment plan. The rate obtained shall be applied to each of the INTERMEDIARIES belonging to that group.
The above calculation method shall be applied provided that:
- the legal representative of the INTERMEDIARY’s group and the legal representative of the INTERMEDIARY have communicated a joint certificate to YAHOO ! confirming their membership of the same group, at the latest 15 days prior to the beginning of each calendar quarter. This certificate substantially conform to the model form provided by YAHOO ! on request from its commercial department;
- YAHOO ! has not disputed the abovementioned certificate;
- the INTERMEDIARY effectively belongs to the group in question from the first day of the billed quarter until the last day of said quarter.
3.2.4. The multiple mandate rebate rates are available at the following URL: http://searchmarketing.yahoo.com/fr_FR/legal/discounts_new.php
3.3. Budget
The AM CUSTOMER must choose one of the following 2 (two) budget management methods:
- An overall maximum budget for the entire duration of its advertising campaigns as specified in the CONTRACT. YAHOO ! may, as of the time the budget amount has been reached, suspend publication of the SEARCH ADVERTISEMENT, even where prior to the end of the campaign. Its account shall then be inactive. The CUSTOMER may verify the number of days of publication remaining on its account and send YAHOO !, as necessary, a renewal INSERTION ORDER so that its SEARCH ADVERTISEMENTS will be once again published on the SEARCH MEDIA (hereinafter a “Renewal Order”).
- A maximum monthly budget without limit in duration. Once the monthly budgeted amount has been reached, YAHOO ! may suspend the publication of its SEARCH ADVERTISEMENTS for the current month, and start publishing them again the following month or day. The CUSTOMER’s account shall be inactive for the duration of the suspension.
4. PAYMENT TERMS
4.1. The CUSTOMER undertakes to pay YAHOO !, in Euros, the amount marked as debit on its account plus any applicable taxes, in compliance with the applicable payment terms and/or payment plans, and with the invoicing conditions in force.
4.2. For AC CUSTOMERS: payments shall be made monthly, by cheque or by wire transfer (costs to be borne by the CUSTOMER), within 30 days from the date of invoice for AC CUSTOMERS using SEARCH MARKETING OFFERS directly with YAHOO !, or within 60 days from the date of invoice for paying INTERMEDIARIES using SEARCH MARKETING OFFERS in the name and on behalf of a AM CUSTOMER.
4.3. For OLS CUSTOMERS: payments shall be made by credit card (costs to be borne by the CUSTOMER), according to the continuous traffic plan. A direct debit shall be made from the OLS CUSTOMER’s bank account whenever its YAHOO ! account has a balance equal to only 3 days of remaining traffic.
If the OLS CUSTOMER wishes to be free to fund its account by credit card whenever it wishes, it must contact YAHOO !’s customer services on 0 800 904 068 (free from a landline in metropolitan France) and ask to pay via the “Prepaid payment plan”. Its invoices will be available in the online account management tool.
5. RULES ON PUBLICATION, DISPLAY AND POSITIONING OF THE ADVERTISEMENTS
5.1 PUBLICATION RULES
5.1.1. The CUSTOMER acknowledges and accepts that its SEARCH ADVERTISEMENTS shall be published, without distinction, in advertising space on one or more of the SEARCH MEDIA subject to the display and positioning rules set out below, without being able to choose any one of the SEARCH MEDIA.
5.1.2. The CUSTOMER may however use the “Domain Blocking” function via the online account management tool available at http://marketingsolutions.yahoo.com/fr_FR
This function enables the CUSTOMER to list up to 500 domain names or subdomain names of its choosing for which the publication of the SEARCH ADVERTISEMENT shall be blocked. This function does not permit SEARCH ADVERTISEMENTS to be blocked for YAHOO ! MEDIA domain names and subdomain names or any site operated by one of the YAHOO ! ENTITIES.
The CUSTOMER may use this function and modify the list at any time over the performance of its CONTRACT. The blocking of these listed domain names and subdomain names shall be effective within a maximum time of 48 hours following confirmation of their entry via the online account management tool.
It is specified that no information concerning the domain names and subdomain names which are part of the SEARCH MEDIA shall be communicated to CUSTOMERS.
5.1.3. The CUSTOMER also acknowledges that for commercial reasons, maintenance, updating or for technical improvements during the publication of its SEARCH ADVERTISEMENTS, the sites which are included in the SEARCH MEDIA may change. The CUSTOMER accepts the consequences thereof, including the fact of appearing on any new SEARCH MEDIUM and disappearing from any former SEARCH MEDIUM, throughout the publication of its SEARCH ADVERTISEMENTS, without any claim being possible seeking the liability of YAHOO ! or any YAHOO ! ENTITY in this respect.
5.2. DISPLAY RULES
5.2.1. The rules for the display of the SEARCH ADVERTISEMENTS may vary according to the SEARCH MEDIA.
5.2.2. Two display options are available via the online management tool:
- “Exact” targeting: the SEARCH ADVERTISEMENTS are displayed on all or part of the SEARCH MEDIA, strictly according to the entered KEYWORD(S);
- “Advanced” targeting: the SEARCH ADVERTISEMENTS are displayed on all or part of the SEARCH MEDIA according to the entered KEYWORD(S) or a group of words containing the KEYWORD. Thus, for example, and without this limiting the foregoing, if the CUSTOMER selects the KEYWORDS “buy books”, its SEARCH ADVERTISEMENT will appear in response to the works “buy books” or “buy books second-hand” entered by a user. It is specified that the CUSTOMER has the possibility, in the context of advanced targeting, to exclude KEYWORDS including the trademarks of one of its competitors, in order to ensure that its SEARCH ADVERTISEMENTS are not displayed when a user enters said KEYWORDS.
5.2.3. The default rotation of the SEARCH ADVERTISEMENTS within a GROUP of SEARCH ADVERTISEMENTS is calculated according to the performance of the SEARCH ADVERTISEMENTS within a given GROUP of ADVERTISEMENTS. The CUSTOMER may however select a rotation in the online account management tool applying an egalitarian method among its SEARCH ADVERTISEMENTS within a given GROUP.
5.3. POSITIONING RULES
5.3.1. YAHOO ! compares the amount of the CUSTOMER’s MAXIMUM BID for the KEYWORD that it has chosen with all of the MAXIMUM BIDS by other advertisers for this same KEYWORD. YAHOO ! constantly adjusts the CUSTOMER’s COST PER CLICK according to the MAXIMUM BIDS by other advertisers, without ever exceeding its MAXIMUM BID.
The positioning of the SEARCH ADVERTISEMENTS on the SEARCH MEDIA therefore depends on the amounts of the CUSTOMER’s MAXIMUM BIDS and those of other advertiser for one or more identical KEYWORDS, and the quality index value of its SEARCH ADVERTISEMENTS (and in particular the pertinence and click rate on its SEARCH ADVERTISEMENT).
5.3.2. Moreover, the CUSTOMER acknowledges and accepts that:
(i) YAHOO ! does not guarantee that its SEARCH ADVERTISEMENTS or GROUPS of SEARCH ADVERTISEMENTS shall be displayed on the SEARCH MEDIA or that they will appear with a given position or rank;
(ii) another advertiser may set a MAXIMUM BID for the same KEYWORD(S) for which the CUSTOMER has already set a MAXIMUM BID;
(iii) its SEARCH ADVERTISEMENTS cannot be displayed on the SEARCH MEDIA if, for a given KEYWORD, there are more advertisers or SEARCH ADVERTISEMENTS than there are available positions in the advertising space for said SEARCH MEDIA;
(iv) its SEARCH ADVERTISEMENTS may be published in a shortened or truncated form, and their size and format may be modified, for all or part of the SEARCH MEDIA, in order to have its ADVERTISEMENTS comply with the display and technical rules of the SEARCH MEDIA;
(vi) YAHOO ! does not guarantee, and cannot guarantee, the time of delivery of impressions and clicks on the SEARCH ADVERTISEMENTS, nor the clicks on SEARCH ADVERTISEMENTS, nor the number of impressions, number of conversions clicks to sales (or otherwise), and generally the quality of traffic on the advertiser’s site as generated from the SEARCH ADVERTISEMENTS.
6. “CAMPAIGN OPTIMISATION” TOOL
The "Campaign Optimisation" tool allows the CUSTOMER to optimise its budget according to the objectives of its activity (for example, attaining a certain cost per click or a certain return on advertising investment) or its specific demands (the value and scale of impressions, clicks and conversions/revenues). The conditions for subscription to this service are available from YAHOO ! on request.
7. “ANALYSES” TOOL
This tool offers the “Conversion Only” service and the “Full Analytics” service, and makes it possible to obtain the following information: direct and indirect conversions of clicks into actions defined by the CUSTOMER (including sales), turnover generated thanks to clicks on the SEARCH ADVERTISEMENTS, the cost per acquisition, and the return on investment. The conditions for subscription to these services shall be communicated by YAHOO ! on request.
If the CUSTOMER is eligible and subscribes to the “Conversion only” service, YAHOO ! may, on its request, provide html code (a “tracking” markup tag) available via the online account management tool under the “Analyses” subheading of the “Administration” menu, for integration into the conversion page on its website.
If the CUSTOMER is eligible and subscribes to the “Full Analytics” service, YAHOO ! may, on its request, provide html code for integration into each of the pages of its websites, and for this tool to be available in its account.
Subscription to the Conversion only and Full Analytics services causes the installation of a cookie in the browsers of web users who visit the CUSTOMER’s site.
In the framework of the CONTRACT, YAHOO ! grants the CUSTOMER a non-exclusive, revocable and non-transferable user licence, which cannot be sublicensed, for the purposes of using its account associated with the SEARCH MARKETING OFFERS, for the duration of the CONTRACT, in order to use, execute and implement the html code, solely for the purposes defined above.
The CUSTOMER accepts that throughout the process of putting the “Conversion only” and “Full Analytics” services into place, YAHOO ! can add certain parameters to the URL associated with its SEARCH ADVERTISEMENTS. The CUSTOMER accepts not to edit or delete these parameters, insofar as that may prevent the normal functioning of these services and could have the effect of impairing and distorting the results.
8. HTML CODE
At any time while the analytic tools or the html code are integrated in the CUSTOMER’s website(s), the CUSTOMER accepts to:
(i) obtain all rights and authorisations required so that the YAHOO ! ENTITIES may use the analytic data under the conditions set out in the Contract and in the YAHOO ! Privacy Policy available at the following address: http://searchmarketing.yahoo.com/fr_FR/legal/privacy_y.php which includes the use of cookies, markup tags and/or any other tracking technology with the aim of compiling anonymous statistics concerning the visitors to its website(s) and to monitor certain pages on its website in order to make a report on the traffic, statistics and clicks on the SEARCH ADVERTISEMENTS and/or other activities, including any and all information on the manner in which the users of its site(s) may deactivate such monitoring technologies, and
(ii) provide the conditions for the use of its users’ personal data on its website. This privacy policy must at least:
(a) be available by clicking on a visible and legible link on the main page of its website(s) and on any other page on which the users of its website(s) may be induced to provide personal data,
(b) comply in all manners with applicable laws concerning the protection of personal data, and in particular to inform final users and guarantee that the processing of any personal data is justified. The necessary and appropriate rights, consent and authorisations must be obtained so that YAHOO ! may use this data under those conditions provided for in its Privacy Policy, in the General Terms and Conditions and in the Terms and Conditions of Use of the SEARCH MARKETING OFFERS.
9. API ACCESS
The CUSTOMER may use the data made available to it in the framework of a SEARCH MARKETING OFFER and in the online account management tool, for purely internal use within its entity in order to manage its accounts and campaigns, subject to concluding a written contract with YAHOO ! for payment to the latter of the price of this service as determined by mutual agreement with YAHOO !, and the use of API Access and Code in accordance with the provisions of this Article. It is expressly agreed that the CUSTOMER may not publish these data.
L’«“API Access” is the possibility, via the API Code, to access certain data in order to use them on the internal network, and send orders on behalf of the CUSTOMER to whom API Access is associated. The CUSTOMER cannot use its API Access, or any data obtained therefrom, for purposes other than the management of its accounts for the SEARCH MARKETING OFFERS to which the API Access is associated. YAHOO ! may limit, modify or terminate the CUSTOMER’s API Access under those conditions defined in the agreement concluded by and between YAHOO ! and the CUSTOMER. Such modifications and/or limitations may require the modification, at the CUSTOMER’s expense, of the API Code in order to ensure the continuity of API Access.
The term “API Code” refers to software enabling API Access created by the CUSTOMER or YAHOO ! and which uses an XLM/SOAP interface which will be specified by YAHOO !. If YAHOO ! provides API Code or software for integration in the API Code developed by the CUSTOMER, YAHOO ! shall then grant, subject to the terms and conditions of an agreement, a non-exclusive, revocable and non-transferable user licence, which cannot be sublicensed, for the sole purposes of using the API Access, and limited to internal usage by the CUSTOMER’s entity. This licence is granted until the end of the Contract as defined in Article 11 of the GTCS. The CUSTOMER undertakes to allow YAHOO ! to access the API Code for verification, on mere request, and to notify YAHOO ! of all characteristics and functions of the API Code and the application to which the API Code is associated. Use of the API Code must not create an unreasonable or disproportionate load on the systems of YAHOO !, according to its standards.
10. USE OF THE SEARCH ADVERTISEMENTS
For the purposes hereof and in order to be able to use one or more SEARCH MARKETING OFFERS, the CUSTOMER hereby grants to YAHOO !, to the YAHOO ! ENTITIES and to the SEARCH MEDIA, throughout the duration of the CONTRACT, on a non-exclusive and gratuitous basis, and for the whole world, the irrevocable right to:
(i) access, display, use, reproduce, copy, represent and communicate all or part of its website(s) and/or its SEARCH ADVERTISEMENTS, and/or its GROUP of SEARCH ADVERTISEMENTS, and/or generally its elements which comprise the same, by any means, and/or to modify, adapt, reformat, recompile, disassemble, decompile, manipulate, translate into any language or languages, all or part of its website(s)and/or SEARCH ADVERTISEMENTS, and/or GROUP of SEARCH ADVERTISEMENTS, and to distribute the same. These rights are granted for all media as may be known now or in the future, including all physical media, optical, magnetic, analogue, digital, and electronic media, including media such as paper, magnetic tape, floppy disk, CD-ROM, DVD-ROM, hard disk, computers and servers, the Internet, all private or public telecommunications networks, by cable, satellite, radio wave, etc. This grant of intellectual property rights shall not give rise to any duty for the YAHOO ! ENTITIES to exploit the rights thereby granted;
(ii) access, catalogue, store in memory, and present the website(s) to which the CUSTOMER’s SEARCH ADVERTISEMENTS direct, or any part of these sites, by any means including the use of robots and/or spiders, and to
(iii) create and display copies of any text, image, graphic, audio or video element on the websites to which the CUSTOMER’s SEARCH ADVERTISEMENTS direct or elsewhere, or extract information from the appropriate website or URL, and use this information in order to analyser the content thereof and any appropriate words or expressions.
The software and hardware, underlying systems and technologies, and any other data, information and content found on or created, collected, processed, compiled, analysed or derived (including details concerning accounts, summary information, reports, results or data) used by the YAHOO ! MEDIA, the SEARCH MARKETING OFFERS and any site of any YAHOO ! ENTITY or SEARCH MEDIA (including any intellectual property rights or any other form of property throughout the world), are the property of YAHOO ! or its licensors. In the event that the CUSTOMER becomes the holder of such rights, it undertakes to transfer them fully and without conditions and without remuneration to YAHOO !.
YAHOO ! is the holder of rights in the SEARCH MARKETING OFFERS which are protected by intellectual property laws in force. YAHOO ! therefore reserves all rights, titles and interests in the SEARCH MARKETING OFFERS and, subject to the limited right of use which is expressly granted to the CUSTOMER by these terms and conditions, nothing may be construed as an assignment or transfer by YAHOO ! to the CUSTOMER or any rights, titles or interests in YAHOO !’s SEARCH MARKETING OFFERS (or any part of them) or the rights in any patent, commercial secret or other intellectual property rights of YAHOO !.
11. TERMINATION / SUSPENSION
11.1 To the exclusion of CONTRACTS which concern the publication of SEARCH ADVERTISEMENTS concluded for a given duration (meaning those for which a maximum budget for the publication period has been defined, as specified in Article 3.3 hereof), the CUSTOMER may at any time bring a definitive end to the publication of its SEARCH ADVERTISEMENTS, without any reasons being required, by giving notice to YAHOO ! that it wishes to deactivate its account and terminate the CONTRACT (as the case may be) according to the terms for notification as set forth in Article 15.4 of the GTCS or directly in the online account management tool. The publication of the SEARCH ADVERTISEMENTS shall cease within a maximum period of 3 business days as of receipt of its notification and any sums due shall become immediately payable.
11.2 To the exclusion of CONTRACTS concluded for a given duration (meaning those for which a maximum budget for the publication period has been defined, as specified in Article 3.3 hereof), and notwithstanding any provision to the contrary in the Contract, YAHOO ! may at any time and without reasons being required, subject to respecting a notice period of one month, terminate the CONTRACT, suspend or limit the CUSTOMER’s participation in any part of a SEARCH MARKETING OFFER, including withdrawing and ceasing to publish the CUSTOMER’s SEARCH ADVERTISEMENTS, without any claim being possible seeking the liability of YAHOO ! in this respect, and without the CUSTOMER being entitled to payment of any indemnity.
11.3. YAHOO ! may notify the CUSTOMER, according to the terms set forth in Article 15.4 of the GTCS, at any time, without delay and without any indemnity in its favour, and without prejudice to its other rights, of:
- The suspension of its account if it has not sent the RENEWAL ORDER before the end of publication of its SEARCH ADVERTISEMENTS. The account shall then be suspended while awaiting the RENEWAL ORDER;
- The definitive deactivation of the CUSTOMER’s account and the termination of the CONTRACTS, if the CUSTOMER is the subject of insolvency proceedings, subject to mandatory legal provisions;
- the definitive deactivation of its account if it remains inactive for at least 12 months. YAHOO ! shall reimburse the credit balance of any account. On the other hand, if YAHOO ! is not in a position to reimburse the CUSTOMER, due to incorrect contact details, YAHOO ! shall conserve the credit balance within the limits of applicable regulations.