| | | Yahoo! Site User Service Agreement | The Yahoo! Site service ("Yahoo! Site" or the "Service"), owned and operated by Yahoo!, Inc. (Yahoo!) is provided to you ("you" or
"User") under the terms and conditions of this Yahoo! Site Agreement and any amendments thereto and any operating rules or policies
(collectively, the "YSA" or "Agreement"). Yahoo! reserves the right, in its sole discretion, to change, modify, add or remove all or part of
the YSA at any time. User will receive notice of such changes and/or modifications pursuant to Section 14 regarding notices.
1.1 By accepting the terms and conditions of the YSA, User (a) represents and warrants that he or she is 18 years old or older; (b) agrees
to provide true, accurate, current and complete information about User as prompted by the Account Registration Form; and (c) agrees to
maintain and update this information to keep it true, accurate, current and complete. If any information provided by User is untrue,
inaccurate, not current or incomplete, Yahoo! has the right to terminate Users account and refuse any and all current or future use of the
Service.
1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, YOU
AGREE TO BE BOUND BY THE YSA. Nothing in this Agreement obligates Yahoo! or the Service to list, link to, accept or otherwise
host any site anywhere on Yahoo!. If these terms and conditions or any future changes are unacceptable to you, you may cancel your
account pursuant to Section 7.1 regarding termination of service.
2.0 DESCRIPTION OF YAHOO! SITE SERVICE
2.1 Yahoo! hosts sites on the World Wide Web ("Sites") and provides Users with access to certain Yahoo! Software ("Software") to
facilitate the creation and maintenance of Sites ("Online Site Services"). If you promote products on your Site that customers can
purchase online, then you should go to http://store.yahoo.com to open a Yahoo! Store.
2.2 All Sites submitted to Yahoo! Site must comply with any requirements set forth at http://site.yahoo.com,
and in addition must not contain any content, products, services or other information that, in Yahoo!'s reasonable determination, may be
illegal to sell under any applicable law, statute, ordinance or regulation, that may infringe or violate anyone's rights, or that, Yahoo!
believes, in its sole discretion, is inflammatory, offensive, or otherwise inconsistent with the spirit of Yahoo! Site.
These criteria are minimum requirements only, and Yahoo!, in its sole discretion, may consider other criteria before accepting a
Site. NOTHING IN THIS AGREEMENT OBLIGATES YAHOO! TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST
YOUR SITE ANYWHERE ON YAHOO!
3.0 USER'S OBLIGATIONS
3.1 User acknowledges and agrees that it shall be responsible for all goods and services offered at User's Site, all materials used or
displayed at the Site, and all acts or omissions that occur at the Site or in connection with User's account or password. Certain Sites may
be subject to additional requirements.
3.1.1 User agrees to display in the Site User's contact information, including but not limited to User's company name, address, telephone
number, fax number and e-mail address. User also agrees to update such information to keep it true, accurate, current and complete.
3.1.2 User agrees that any and all press releases and other public announcements related to this Agreement and subsequent
transactions between Yahoo and User, including the method and timing of such announcements, must be approved in advance by
Yahoo in writing. Yahoo reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any
breach of User's obligation regarding public announcements shall be a material breach of the YSA.
3.1.3 User represents and warrants that it has full power and authority under all relevant laws and regulations:
· to offer and sell the goods and services offered at the Site, including but not limited to holding all necessary
licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Site;
· to copy and display the materials used or displayed at the Site; and,
3.1.4 User represents and warrants that it will not engage in any activities:
· that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of
illegal goods or the violation of export control or obscenity laws;
· that defame, impersonate or invade the privacy of any third party or entity;
· that infringe the rights of any third party, including but not limited to the intellectual property, business,
contractual, or fiduciary rights of others; and,
· that are in any way connected with the transmission of "junk mail" "spam" or the unsolicited mass distribution of
e-mail, or with any unethical marketing practices.
3.2 Yahoo! reserves the right to refuse to host or continue to host any Site which it believes, in its sole discretion: (1) offers for
sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise
inappropriate; (2) has substantially changed its Site from the time it was accepted; (3) received a significant number of complaints
for failing to be reasonably accessible to customers or timely fulfill customer orders; (4) has become the subject of a government
complaint or investigation; or (5) has violated or threatens to violate the letter or spirit of the YSA.
4.0 PROPRIETARY RIGHTS
4.1 Software License. Yahoo! hereby grants User a non-exclusive, non-transferable license to use the Software in object code form only
on a server controlled by Yahoo! for the sole purpose of creating and maintaining Sites on such server. User is not being granted any right
to copy the Software or to use it on computers other than a server controlled by Yahoo!. User may not use Web pages or parts of Web
pages generated by means of the Software, other than content that originates from and is proprietary to User, on any server other than the
servers controlled by Yahoo! without Yahoo!'s express written agreement. User also acknowledges and agrees that the Software is
intended for access and use by means of web browsing software, and that Yahoo! does not commit to support any particular browsing
platform. Yahoo! reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter
features, specifications, capabilities, functions, and other characteristics of the Software, without notice to User. If any revision or
modification to the Software materially changes Users ability to conduct business, User's sole remedy is to terminate the YSA pursuant to
Section 7.1 regarding termination of service.
4.2 Yahoo! Intellectual Property. User acknowledges and agrees that content available from Yahoo! or the Service, including but not limited
to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark,
patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.
4.3 User's Property. User agrees that by using the Service, User grants Yahoo!, and its successors and assigns, a non-exclusive,
worldwide, royalty-free, perpetual, non-revocable license under Users copyrights and other intellectual property rights, if any, in all
material and content displayed in User?s Site to use, distribute, display, reproduce, and create derivative works from such material in any
and all media and display in any manner and on any Yahoo! property the results of search queries and comparisons conducted on Yahoo!,
including, without limitation, searches conducted on Yahoo! Shopping and the Service. User also grants Yahoo! the right to maintain such
content on Yahoo!'s servers during the term of the YSA and to authorize the downloading and printing of such material, or any portion
thereof, by endusers for their personal use.
4.4 Unauthorized Access. User shall not attempt to gain unauthorized access to any servers controlled by Yahoo!.
5.0 FEES
5.1 User shall pay Yahoo! a monthly fee as set forth in the Yahoo! Site fee schedule. The current monthly fee for Yahoo! Site is $29.95 for
each Site submitted. All such fees are payable in U.S. dollars to Yahoo! and shall be charged on the first day of each month to the credit
card number given to Yahoo! at the time of registration or to such other credit card number which User shall so designate. Yahoo! may also,
upon 30 days prior notice to User, alter its fee schedules and terms of the YSA.
6.0 TERMS
6.1 Term. The term of the YSA shall be 90 days commencing on the date that User opens an account for the Site. The term shall
automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in
accordance with Section 6.2, below; provided, however, that to qualify for each renewal User must at the time of renewal be in substantial
compliance with the material terms and conditions of the YSA. Yahoo! shall have the right, but not the obligation, to review any Site for
compliance with the YSA as part of the renewal process, or at any time.
6.2 Non-Renewal. Either party, in its sole and absolute discretion, may give notice of nonrenewal with or without cause and without stating
any reason therefor. Any notice of nonrenewal must be given at least thirty (30) days prior to the end of the term then in effect and in the
manner described in Section 14 regarding notice.
7.0 TERMINATION
7.1 Termination. Either party may terminate the YSA on thirty (30) days notice if the other party has materially breached or is
otherwise not in compliance with any provision of the YSA, and such breach or noncompliance is not cured within such thirty (30) day
period. Yahoo! reserves the right to immediately suspend any customer access to the Site until such breach or noncompliance is
cured.
7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, Yahoo! may, but has no duty to, immediately terminate
User and remove it from Yahoo! servers if Yahoo! in its sole discretion concludes that User is engaged in illegal activities or the
sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of Yahoo! or others.
Any termination under this Section 7.2 shall take effect immediately and User expressly agrees that it shall not have any
opportunity to cure.
7.3 Waiver. User expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.
7.4 Deletion of Information. Upon termination, Yahoo! reserves the right to delete from its servers any and all information contained in
Users account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Software.
7.5 The provisions of Section 4 (Proprietary Rights), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of
this Agreement shall survive any termination of the Agreement.
8.0 USER PRIVACY
8.1 User Information. Yahoo! maintains information about User and the Site on Yahoo! servers, including but not limited to Users account
registration information and clickstream data ("User Information"). User agrees that Yahoo! may use User Information in aggregate form
for marketing or other promotional purposes.
8.1.1 User agrees that Yahoo! may disclose User Information in the good faith belief that such action is reasonably necessary: (a) to
comply with the law; (b) to comply with legal process; (c) to enforce the YSA; (d) to respond to claims that the User or Site is engaged in
activities that violate the rights of third parties; or (e) to protect the rights or interests of Yahoo!, Yahoo! Site or others; provided, however,
that nothing in this section shall impose a duty on Yahoo! to make any such disclosures.
8.2 Password. User shall receive a password from Yahoo! to provide access to and use of the Software and Online Site Services. User is
entirely responsible for any and all activities which occur under Users account and password. User agrees to keep its password
confidential, to allow no other person or company to use its account, and to notify Yahoo! promptly if User has any reason to believe that
the security of its account has been compromised.
8.3 Technical Access. User acknowledges and agrees that technical processing of User Information is and may be required: (a) for the
Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of
the Service; or (d) to conform to other, similar technical requirements. User also acknowledges and agrees that Yahoo! may access User's
account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.
9.0 MAINTENANCE AND SUPPORT
9.1 User can obtain assistance with any technical difficulty that may arise in connection with User's utilization of the Software or Online
Site Services by requesting assistance by email to site-support@yahoo-inc.com. Yahoo! reserves the right to establish limitations on the
extent of such support, and the hours at which it is available.
9.2 User is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and
use of the Software and Online Site Services and User shall be responsible for all charges related thereto.
10.0 INDEMNITY
User agrees to indemnify and hold harmless Yahoo!, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees
and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Users conduct,
Users use of the Service, the goods or services offered at Users Site, any alleged violation of the YSA, or any alleged violation of any
rights of another, including but not limited to Users use of any content, trademarks, service marks, trade names, copyrighted or patented
material, or other intellectual property used in connection with Users Site. Yahoo! reserves the right, at its own expense, to assume the
exclusive defense and control of any matter otherwise subject to indemnification by User, but doing so shall not excuse Users indemnity
obligations.
11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS
AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY
WARRANTY THAT THE ONLINE SITE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT
THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY
MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND USER MUST DETERMINE
THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.
USER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT USER
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
YAHOO!, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND
AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF
BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF YAHOO! IS AWARE OF THE RISK
OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM USERS USE OR INABILITY TO USE THE ONLINE SITE SERVICES
OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR
TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE ONLINE SITE SERVICES OR THE SOFTWARE.
YAHOO!S LIABILITY TO USER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE
BY USER TO YAHOO! OVER THE COURSE OF THE EXISTING TERM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE
ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12.0 NO RESALE OR ASSIGNMENT OF SERVICE
User agrees not to resell or assign or otherwise transfer its rights or obligations under the YSA without the express written authorization
of Yahoo!.
13.0 FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure in performance under the YSA resulting directly or indirectly from
acts of nature or causes beyond its reasonable control.
14.0 NOTICES
Any notices or communications under the YSA shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the
party to whom such communication is directed, at the addresses specified below. If to Yahoo!, such notices shall be addressed to
site-sales@yahoo-inc.com or 3420 Central Expressway, Santa Clara, California 95051, USA. If to User, such notices shall be addressed
to the electronic or mailing address specified when User opens an account with Yahoo! Site, or such other address as either party may give
the other by notice as provided above.
15.0 ENTIRE AGREEMENT
The YSA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous
proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
16.0 GENERAL
The YSA and the relationship between User and Yahoo! shall be governed by the laws of the state of California without regard to its
conflict of law provisions. User and Yahoo! agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of
California for the County of Santa Clara or the United States District Court for the Northern District of California. Yahoo!s failure to
exercise or enforce any right or provision of the YSA shall not constitute a waiver of such right or provision. If any provision of the YSA is
found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the
parties intentions as reflected in the provision, and agree that the other provisions of the YSA remain in full force and effect. User agrees
that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the YSA
must be filed within one (1) year after such claim or cause of action arose, or be forever barred.
The section titles in the YSA are for convenience only and have no legal or contractual effect.
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