Yahoo! Small Business Terms of Service Center
1.0 ACCEPTANCE OF TERMS
1.1 These Yahoo! Small Business Consolidated Terms of Service ("Terms") are between you ("You", "Your," or "Merchant") and Yahoo! Inc. and its affiliates ("Yahoo!") and consists of the most recent versions of the terms and conditions of this Agreement as well as the following:
Yahoo! Universal Terms of Service ("UTOS")
and certain third-party agreements as described in Section 1.3 below (all together, the "Agreement").
Previous versions of this Agreement and Agreement that apply to various Yahoo! Small Business services can be found in the Yahoo! Small Business Terms of Service Center. This Agreement constitutes a legal document that details Your rights and obligations as a customer of Yahoo! Small Business Marketing Dashboard, Yahoo! Merchant Solutions, Yahoo! Web Hosting, Yahoo! Business Email, Yahoo! Domains and Yahoo! Localworks (each referred to as the "Service" and jointly as the "Services").
1.2 Yahoo! reserves the right, in its sole discretion, to change, modify, add, or remove all or part of this Agreement, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You, except as provided in Section 4. Regardless of whether Yahoo! has provided You individual notice, Your continued use of the Service following Yahoo!'s notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact information You provide to Yahoo! is updated and correct. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS.
1.3 Certain Services that You purchase or receive from Yahoo! may be provided by one or more third-party vendors, contractors, or affiliates selected by Yahoo!, and You are subject to additional terms between You and such third party for Your use of their services. Your breach of such third-party terms will be deemed a breach of this Agreement.
Currently such third parties include: Melbourne IT Ltd for Yahoo! Merchant Solutions, Yahoo! Web Hosting, Yahoo! Business Email, and Yahoo! Domains customers; DudaMobile, Inc. for Duda Mobile Premium for Yahoo! Web Hosting; and Symantec, Inc., for the Norton. Secured Seal service. For the latest Melbourne IT terms, please visit the Melbourne IT Policies site. For the latest Symantec Seal License Agreement for the Norton. Secured Seal, please visit the Symantec web site. For the latest DudaMobile terms, please visit the DudaMobile web site. You understand that You are creating a separate contractual relationship between You and such third party.
1.4 If you purchased Email Marketing from Constant Contact (a third party) for use with Your Yahoo! Small Business Marketing Dashboard service, You are governed by a different terms of service for Your purchase and use of Email Marketing between You and Constant Contact. You must direct any support and billing inquiries directly to Constant Contact.
1.5 If you purchased managed PPC or managed SEO from OrangeSoda (a third party) for use with Your Yahoo! Small Business Marketing Dashboard service, You are governed by a different terms of service for Your purchase and use of managed PPC or managed SEO between You and OrangeSoda. You must direct any support and billing inquiries directly to OrangeSoda.
1.6 If you purchased, as an add-on service through Yahoo!, DudaMobile Premium from DudaMobile (a third party) to mobilize your website for use with Your Yahoo! Small Business Web Hosting service, You must direct any support inquiries directly to DudaMobile. You may direct billing inquiries to Yahoo!.
1.7 BY COMPLETING THE REGISTRATION PROCESS ("Registration Process") AND CLICKING THE ACKNOWLEDGEMENT BOX, YOU: (a) agree to be bound by this Agreement; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if You are an entity, that You are a corporation, partnership, or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept this Agreement; (c) agree to provide true, accurate, current, and complete information in the Service registration form, including billing and payment-related information and other account information (all together, the "Account Information"), and agree to maintain and update this information to keep it true, accurate, current, and complete; and (d) represent and warrant that You have the power and authority to enter into and perform under this Agreement. If You are a third party accessing an account(s) on behalf of an account owner (e.g., as an administrator, consultant, analyst, etc.), You agree that these Terms apply, mutatis mutandis, to Your activities on behalf of such account owner. Notwithstanding the foregoing, You are fully responsible for all activities under Your account, whether authorized by You or not.
2.0 DESCRIPTION OF SERVICE
2.1 The complete list of Services governed by this Agreement is as follows:
Yahoo! Small Business Marketing Dashboard: A tool for managing certain Yahoo! Small Business services and monitoring your marketing efforts (which tool may also provide for the purchase of additional premium add-on services) ("Marketing Dashboard").
- These entire Terms apply to You, except that Section 10 (Localworks), Section 11 (Content), Section 12 (Merchant Solutions), Section 13 (Business Email) and Section 14 (Domains) do not apply to You unless You are also a user/customer of the applicable Service covered by such section. For example, if You purchased Localworks (a Service for which Your settings and account can be managed via the Marketing Dashboard), Section 10 (Localworks) also applies to You.
Yahoo! Localworks: Yahoo! Localworks business listings offering (“Localworks”).
- These entire Terms apply to You, except that Section 9 (Marketing Dashboard), Section 11 (Content), Section 12 (Merchant Solutions), Section 13 (Business Email) and Section 14 (Domains) do not apply to You unless You are also a user/customer of the applicable Service covered by such section. For example, if the Marketing Dashboard is required to manage Your Localworks settings and account, Section 9 (Marketing Dashboard) also applies to you.
Yahoo! Merchant Solutions: Merchant Starter, Merchant Standard, and Merchant Professional versions ("Merchant Solutions").
- Merchant Solutions includes ecommerce functionality, Web Hosting, Business Email, and Domains.
- These entire Terms apply to You, except that Section 9 (Marketing Dashboard) and Section 10 (Localworks) do not apply to You unless You are also a user/customer of the applicable Service covered by such section.
Yahoo! Web Hosting: Web Hosting, Web Hosting Basic, Web Hosting Advanced, Web Hosting Premier, Web Hosting Starter, Web Hosting Standard, Web Hosting Professional versions ("Web Hosting").
- Web Hosting includes Web Hosting, Business Email, and Domains.
- These entire Terms apply to You, except that Section 9 (Marketing Dashboard), Section 10 (Localworks) and Section 12 (Merchant Solutions) do not apply to You unless You are also a user/customer of the applicable Service covered by such section.
Yahoo! Business Email: Custom Mailbox or Business Mail versions ("Business Email").
- Business Email includes either Custom Mailbox or Business Mail, and Domains.
- These entire Terms apply to You, except that Section 9 (Marketing Dashboard), Section 10 (Localworks) and Section 12 (Merchant Solutions) do not apply to You unless You are also a user/customer of the applicable Service covered by such section.
Yahoo! Domains: Yahoo! Domains service offering ("Domains").
- Domains includes a single Starter Web Page.
- These entire Terms apply to You, except that Section 9 (Marketing Dashboard), Section 10 (Localworks) and Section 11 (Merchant Solutions) do not apply to You unless You are also a user/customer of the applicable Service covered by such section.
2.2 Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Service resources, shall be subject to this Agreement. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access. You are responsible for obtaining and maintaining all telephone, computer hardware, and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.
2.3 The Service is designed to serve certain needs of small, independently owned and operated businesses in the United States. The Service is not intended to support the needs of large enterprises or internationally based businesses.
3.0 INTELLECTUAL PROPERTY
3.1 Except for the rights expressly granted herein, this Agreement does not transfer from Yahoo! to You any Yahoo! developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely with Yahoo! The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.
3.2 Notwithstanding anything to the contrary in this Agreement, You will not attempt to prohibit or enjoin Yahoo! at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Yahoo!
3.3 You will not use Yahoo!'s name or any language, pictures, or symbols that could, in Yahoo!'s sole judgment, imply Yahoo!'s identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without Yahoo!'s prior written consent. You agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between Yahoo! and You, including the method and timing of such announcements, must be approved in advance by Yahoo! in writing, which approval may be withheld in its sole discretion. Any violation of Your obligation regarding public announcements shall be a material breach of this Agreement.
4.1 Payment Terms
Unless modified in accordance with Section 4.7, You will pay all fees due according to the prices and terms applicable to your Services, including option features. All installation or setup fees and non-recurring charges, along with the first month's recurring charges, shall be due and payable within ten (10) days of initiation of Service. Thereafter, recurring fees will be charged in advance to Your selected payment method. If Your selected payment method is invalid or You are otherwise past due in your payments for any reason, the Service and other Services in the same order may be terminated and removed from Yahoo!'s servers by Yahoo! with or without notice, and all the information contained within deleted permanently. You will continue to have access to your domain-management tools (Domains plans only) until your domain registration expires or you transfer your domain to another provider. Yahoo! accepts no liability for information or content that is deleted due to an invalid payment method or where Your payments are past due. Reactivation of the Service after termination or cancellation for any reason shall require the payment of additional setup fees. In the event You fail to pay charges, Yahoo! may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse Yahoo! for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or Yahoo! on the charges and all late payment, interest, or other fees as stated on Your bill. Yahoo! may modify its billing practices or late payment charges by providing You with prior written notice of the modification. Yahoo! in its discretion may offer discounts or special offers from time to time.
4.2 Marketing Dashboard
If You are a Marketing Dashboard user/customer, you may use the Marketing Dashboard alone, or also purchase additional premium add-on services that may be made available by Yahoo!, for which you will be charged a recurring Service fee. Go to Marketing Dashboard Plans to find current pricing for premium add-on services.
If You are a Localworks customer, you will be charged a recurring Service fee. Go to the Localworks section of the Yahoo! Small Business website to find current pricing.
4.4 Merchant Solutions
If You are a Yahoo! Merchant Solutions customer, You will be charged, as applicable, (a) a one-time setup fee, (b) a monthly or annual hosting fee, and (c) monthly transaction fee equal to a percentage of the Total Revenue, with payments due with the billing for the month after the calendar month to which the transaction fee applies. Yahoo! will calculate all fees. See the current fee schedule for Merchant Solutions.
"Total Revenue" means the total dollar amount, excluding shipping and handling charges and any applicable taxes, of all transactions conducted through Your Store. See Section 12.1. You will be entitled to identify, and exclude from Total Revenue, those transactions conducted through Your Store that are canceled or for which no products are shipped to the purchaser ("Excluded Transactions"), except that You must identify a transaction as an Excluded Transaction within 90 days from the date on which the transaction was originally conducted. Yahoo! shall be entitled to audit, at a mutually agreed upon time during normal business hours, those records of Yours relating to Total Revenue, including Excluded Transactions, and otherwise to investigate Total Revenue, including Excluded Transactions, which might include contacting the purchaser to confirm that a transaction at issue is an Excluded Transaction.
4.5 Web Hosting, Business Email, and Domains
If You are a Web Hosting and/or Business Mail customer, You will be charged, as applicable, (a) a one-time setup fee and (b) a recurring Service fee. If You are a Domains or Custom Mailbox customer, You will be charged, as applicable, an annual Service fee. Yahoo! will calculate all fees. See the current Web Hosting fee schedule; Business Email fee schedule (Custom Mailbox and Business Mail); or Domains fee schedule. To see your own payment schedule after you sign up, visit our billing center.
4.6 Upgrades and Downgrades
You can upgrade or downgrade between Merchant Solutions, Web Hosting, Business Email, and Domains at any time. Such upgrade or downgrade will take effect immediately. You will be automatically charged, via the payment method You provided, any and all fees based upon your upgrade or downgrade. If You are due a refund, the amounts will be credited and refunded to You. In the event that You change from one non-annual service to another, your payment method will be charged a pro-rata amount for the upgraded service and credited a pro-rata amount for the unused previous service. In the event that You change from a non-annual service to an annual or multiyear service, your payment method will be charged for the entire new service and credited a pro-rata amount for the unused non-annual or multiyear service. Both the refund and charge will both be based on the number of days remaining in Your contract term. The contract term and anniversary date may change if You change from a non-annual service to an annual or multiyear service, or from an annual or multiyear service to a non-annual service. You may also be charged, as applicable, an upgrade or downgrade fee. Fees may not be credited towards other services. You can upgrade or downgrade between Domains and Custom Mailbox at any time, but there is no refund of any unused portion of the service.
4.7 Price Changes
Yahoo! may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, as provided in Section 5.1, the prices charged may be changed without notice to the then prevailing price for the Services.
4.8 Recurring Billing Changes.
To modify the time period for recurring payment for any applicable Service except Localworks and Marketing Dashboard premium add-on services (e.g., convert from annual to monthly recurring fee), sign in to your account, access your Business Control Panel at http://smallbusiness.yahoo.com/services/, and follow the instructions on the link labeled "Change Plan." For Localworks and Marketing Dashboard premium add-on services, You cannot change Your recurring billing period at this time.
You shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Services under this Agreement.
5.0 TERM AND TERMINATION/CANCELLATION
The initial term of this Agreement will commence on the date that You click the acknowledgement box to acknowledge that You have read, understood, and agree to this Agreement and will remain in effect for the period of time corresponding to the plan You last selected (whether during the Registration Process or when You last modified Your plan) ("Initial Term").
At the end of the Initial Term, Your Service will automatically renew on a recurring basis for the same period of time You last selected (a "Renewal Term"), unless you cancel in accordance with Section 5.2.
If You do not cancel or if You fail to notify Yahoo! of Your intent not to renew prior to Your Renewal Term, You agree to renew Your subscription for the Renewal Term, and Your Service will be renewed at the then-current rates and fees. Except as set forth in this Agreement, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms.
5.2 Cancellation/Termination by You
You may cancel Your Service and terminate this Agreement at any time.
To cancel any Service other than Localworks and the Marketing Dashboard, You must either sign in to your account, access your Business Control Panel at http://smallbusiness.yahoo.com/services/, and follow the instructions on the link labeled "Cancel Plan"; or contact us and speak to a live Yahoo! representative. U.S. mail, voicemail, or other notification will NOT be accepted for cancellation. Your Service (except for Localworks and the Marketing Dashboard) and access to the Service will be discontinued immediately, and no refund will be provided for any payments You have made. If the Initial or Renewal Term is more than one month, and You cancel Your Service prior to the expiration of such Term, an early termination fee may apply to the extent agreed to during the Registration Process.
To cancel the Marketing Dashboard, You must choose and click on the link labeled "Cancel" on the My Businesses page located at http://smallbusiness.yahoo.com/dashboard/mybusinesses
To cancel Localworks or any of the premium add-on services for the Marketing Dashboard, You must sign in to your account, access the Marketing Dashboard Manage Services page at http://smallbusiness.yahoo.com/dashboard/services, and follow the instructions on the link labeled "Downgrade." U.S. mail, voicemail, or other notification will NOT be accepted for cancellation. Your Localworks Service or Marketing Dashboard Service (and access to Your dashboard) (as applicable) will terminate at the end of the Initial Term or Renewal Term, and no refund will be provided. Following such cancellation of your Localworks Service or premium add-on services, non-compliance with or violation of the Yahoo! Local Listings Guidelines may result in immediate termination of your Marketing Dashboard Service and access to Your dashboard regardless of the time remaining under Your Initial Term or Renewal Term for such services.
If You registered for a new domain name in conjunction with Your Service, and cancel before You have paid your second monthly payment without disputing such charge with either Your payment method company or Yahoo!, Yahoo! reserves the right to request the domain name provider to remove the domain name from the domain name registry and/or transfer the domain name from You to Yahoo! You acknowledge that where Yahoo! transfers such domain name to Yahoo! under this Section 5.2, Yahoo! will hold all rights of the registered domain name holder in respect of that domain name, including the right to sell the domain name to a third party (where this was a right held by You as the original registrant in respect of the relevant domain name). Additionally, Your domain name will cease working with Your email and no longer point to Your web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your web site and all information contained therein may be deleted by Yahoo! If You did not register for a new domain name in conjunction with the Service, or did register for a new domain name but cancel Your Service after You have paid Your second monthly payment without disputing such charge with either your payment method company or Yahoo!, Your domain name will remain registered for its current term. However, Your domain name will cease working with Your email and no longer point to Your web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your web site and all information contained therein may be deleted by Yahoo!
5.3 Termination by Yahoo!
Yahoo! may terminate this Agreement at any time upon notice to You. Notwithstanding anything to the contrary herein, Yahoo! may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from Yahoo!'s servers, or remove any Content or Listing Information within the Service, if Yahoo! concludes, in its sole discretion, that You (a) have breached, violated, or acted inconsistently with the letter or spirit of this Agreement, including any applicable Yahoo! Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information; (c) have failed to keep your Account Information complete, true, and accurate; (d) fail to respond to any email communication sent to the email address listed in your Account Information; (e) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (f) are engaged in activities or sales that may damage the rights or reputation of Yahoo! or others (each "Termination for Cause"). Any Termination for Cause by Yahoo! will take effect immediately, and You expressly agree that You will not have any opportunity to cure. If Your Yahoo! ID is terminated for any reason, this Agreement and Your access to the Service will also be terminated. Additionally, if You registered a new domain name in conjunction with Your Service, and Yahoo! terminates Your Service due to a Termination for Cause, then Yahoo! reserves the right to request the domain name provider to remove the domain name from the domain name registry and/or transfer the domain name from You to Yahoo!. You acknowledge that where Yahoo! transfers such domain name to Yahoo! under this Section 5.3, Yahoo! will hold all rights of the registered domain name holder in respect of that domain name, including the right to sell the domain name to a third party (where this was a right held by You as the original registrant in respect of the relevant domain name).
5.4 Termination for Cause by Either Party
In addition to any other right to terminate set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Yahoo; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
5.5 Termination: Legal Event
In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes Yahoo! to believe that this Agreement and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, Yahoo! may suspend or terminate the Service, or terminate this Agreement without liability.
5.6 Deletion of Content
Upon any termination of the Service, Yahoo! reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, mailing lists, files, email, and any web pages generated by You or the Service. Yahoo! accepts no liability for such deleted information or content.
5.7 Responsibility for Fees
Should Yahoo! suspend a portion, but not all, of your Service due to a violation by You of any law, regulation, or policy, You shall remain liable for all fees applicable to the Service as a whole. Should Yahoo! terminate your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any).
You expressly waive any statutory or other legal protection in conflict with the provisions of this Section 5.
As part of the Service, You agree to receive the first of an ongoing series of product update communications related to the Service ("Business Services Product Updates"). Upon receipt of this first Business Services Product Update, You will have the opportunity to opt out of future Business Services Product Updates by clicking on unsubscribe links or by following unsubscribe instructions within the communication. Please note that You may also visit your Yahoo! Marketing Preferences page at any time to manage Your communication preferences for other optional communication categories.
Also, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service. You also understand and agree that the Service may include certain communications from Yahoo!, such as service announcements and administrative messages, that these communications are considered part of Yahoo! membership, and that You will not be able to opt out of receiving them.
7.0 PRIVACY AND ACCEPTABLE USE
7.1 Yahoo! Policies
7.2 Prohibited Uses
In addition to those matters set forth in the Yahoo! Policies, You shall not post, transmit, retransmit, or store material on or through any of the Services which, in the sole judgment of Yahoo! (i) is in violation of any local, state, federal, or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory, or that otherwise could adversely affect any individual, group, or entity (collectively, "Persons"), or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for Your use. You agree that you will NOT knowingly use the Service, among other things, to:
- upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, including but not limited to a Yahoo! official, forum leader, guide, or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
- upload, post, email, transmit, or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
- upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
- market Your business through multiple submissions in public forums that are identical;
- upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
- intentionally or unintentionally violate, attempt to violate, or avoid any applicable ICANN regulation or policy;
- intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the NYSE Amex Equities, or the NASDAQ, and any regulations having the force of law;
- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- "stalk" or otherwise harass another;
- collect, transmit, or store personal or financial data about any individual or entity, other than in accordance with Section 11.3 herein;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades, and other weapons, and creating "Crush" sites;
- use your home page (or directory) as storage for remote loading or as a door or signpost to another home page ; or
- collect, transmit, or store any type of adult, mature, or sexually explicit content.
You agree to indemnify and hold harmless Yahoo! from any claims resulting from the use of the Services which damages You or any other party. Yahoo! reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers, and other principals, Your sites, and the materials comprising the sites at any time. These investigations will be conducted solely for Yahoo!'s benefit, and not for Your benefit or that of any third party. If the investigation reveals any information, act, or omission, which in Yahoo!'s sole opinion, constitutes a violation of any local, state, federal, or foreign law or regulation, or the Yahoo! Policies, Yahoo! may immediately shut down the site, and notify You of the action. You agree to waive any cause of action or claim You may have against Yahoo! for such action.
7.3 Advertising and Promotions
Yahoo! runs advertisements and promotions on Dormant Domains. A Dormant Domain is any domain name that uses Yahoo!'s name servers and is not being used by You to display Your content. A domain may become dormant by, including without limitation, (i) not setting up the bonus Starter Web Page offered by Domains or Business Email upon purchase of any of these products, (ii) not modifying the default "Under Construction" page provided with Your Web Hosting, Store, or Merchant Solutions product, (iii) cancellation or expiration of the Domains service without redelegating or transferring the domain to another provider, (iv) canceling your Business Email, Web Hosting, Store, or Merchant Solutions service without redelegating or transferring the domain to another provider. By allowing Your domain name to become a Dormant Domain, you agree that Yahoo! has the right to run such advertisements and promotions. In the event you would like Yahoo! to cease running advertisements and promotions on your Dormant Domain, contact us. The manner, mode, and extent of advertising by Yahoo! on your Dormant Domain is subject to change. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. You agree that Yahoo! shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
7.4 Abusive User Behavior
Yahoo! uses certain confidential internal and third-party tools and techniques to protect users from abusive and other harmful behavior on the Internet and on the Yahoo! servers. Yahoo! reserves the right to take any action it deems necessary at its sole discretion, including, without limitation, account termination or suspension, to protect against such abusive or harmful behavior. Yahoo! updates these tools, techniques, and practices from time to time as the abusive practices and industry standards change. You agree that Yahoo! shall not be responsible or liable for any loss or damage of any sort incurred by You, or any third party, as the result of Yahoo! taking or not taking any actions in response to any actual or perceived abusive user behavior.
8.0 OWNERSHIP AND SECURITY
You will receive a password from Yahoo! to provide access to and use of Your Service, and You agree to keep Your password confidential. You are entirely responsible for maintaining the security of Your Service, and You are fully responsible for all activities that occur under Your Service and password, and any other actions taken in connection with the registered domain name, including any email accounts or sub-accounts that You create for You or other individuals ("Domain Email Users"). You agree to immediately notify Yahoo! of any unauthorized uses of the Service or any other breaches of security. Yahoo! cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Yahoo! be liable, in any way, for any acts or omissions of You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.
9.0 MARKETING DASHBOARD: THIS SECTION APPLIES ONLY TO CUSTOMERS OF MARKETING DASHBOARD
9.1 Your Data and Third-Party Services
You have the option to authorize the Marketing Dashboard to link to Your external accounts and retrieve Your data from Your third-party external accounts so You can view it in Your dashboard (like Google Analytics for the business analytics services, or Constant Contact for email marketing). You can de-link Your external account at any time by going to Your Marketing Dashboard Manage Services page and following the instructions in the help center.
You have the option to use the Marketing Dashboard to automatically submit Your data to, or view Your data from, certain third-party services (like user-review sites in connection with reputation management features that may be offered via the Marketing Dashboard; online directory sites in connection with listing management features that may be offered via the Marketing Dashboard; or managed PPC and SEO with OrangeSoda).
Any such data submitted to or retrieved from such external accounts and web sites are data controlled by third parties ("Third-Party Data") and not by Yahoo! or its suppliers and vendors. Neither Yahoo! nor its suppliers and vendors are responsible or liable for any Third-Party Data that may be made available to You or submitted on Your behalf through the service. You acknowledge and agree that neither Yahoo! nor its suppliers and vendors will be liable, directly nor indirectly, for any damage or loss caused or alleged to be caused by or in connection with Your use or reliance on any such Third-Party Data. You must direct any issues or inquiries regarding such Third-Party Data to the third-party service that hosts Your data. Except for online-only businesses, Your business profile (e.g., name and relevant contact information) will be automatically submitted to Yahoo! Local Listings and, if accepted, will automatically appear in Yahoo! Local Listings. By agreeing to these Terms, You also agree to comply with (as applicable) the Yahoo! Local Basic Listing Terms of Service or the Yahoo! Local Listings Terms of Service for Enhanced Listings , and the Yahoo! Local Listings Guidelines.
10.0 LOCALWORKS: THIS SECTION APPLIES ONLY TO CUSTOMERS OF LOCALWORKS
10.1 Localworks Overview
Localworks enables You to view and manage business listing information on various third party business directories and search engines that participate in the Localworks Service (the “Listing Publishers”).
10.2 Listings Information
You hereby grant Yahoo! and its Affiliates, successors, assignees and contractors a non-exclusive, worldwide, paid-up, royalty-free, perpetual, irrevocable right and license to use, copy, reformat and update (including, for example, to improve accuracy and/or standardize formats), publish, publicly display, publicly perform, distribute and syndicate any and all business listing and other content (or portions thereof) that You provide in connection with Your use of Localworks (collectively, “Listings Information”). Yahoo! may sublicense this right to Listing Publishers and other online partners. This license will survive any termination or expiration of these Terms and you hereby acknowledge and agree that Your Listing Information may continue to appear on Listing Publisher sites after termination or expiration of the Service or these Terms.
In addition to distribution/syndication to third party Listing Publishers, You acknowledge and agree that Your Listing Information will be automatically submitted to Yahoo! Local Listings and, if accepted, will automatically appear in Yahoo! Local Listings. By agreeing to these Terms, You also agree to comply with, and your Listing Information shall comply with, as applicable, the Yahoo! Local Basic Listing Terms of Service or the Yahoo! Local Listings Terms of Service for Enhanced Listings, and the Yahoo! Local Listings Guidelines.
Without limitation of the foregoing, You agree that Your Listing Information will, regardless of whether it is published on Yahoo! Local Listings or the site of a third party Listing Publisher, comply with the guidelines set forth at http://help.yahoo.com/help/us/performance/customer/local/local-01.html.
All business listings submitted to the Localworks Service must meet the following minimum criteria:
- The listing must be for a business based in the United States.
- The listing (when submitted by You) must include a street address.
- The business must provide either a web site for the business or detailed information about the business such as hours of operation, credit cards accepted, and other information that is valuable to the user. The business can also provide both a web site and detailed information about the business.
- The web site for the business listing, if any, must be in the English language with the official business name visible to any visitor to that site.
- The listing, and the web site(s) at the URLs included as part of the listing, if any, 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 the Service.
Additionally, Yahoo! expressly prohibits any impermissible activities through the Localworks Service or your Listing Information, including but not limited to: (a) listing businesses with inappropriate or inaccurate information; (b) multiple listings of identical businesses; (c) multiple submissions of identical Listing Information under different Yahoo! ID's, aliases or accounts; or (d) any other fraudulent activity or purpose. Yahoo! may immediately terminate Your account if Yahoo! suspects that you are engaged in any impermissible activities through the Service. THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND YAHOO!, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA/REQUIREMENTS FOR LISTING INFORMATION.
Yahoo! will have the right, but not the obligation, to review the content of your Listing Information. You acknowledge and agree that (i) Your Listing Information will be categorized into the business/service category(ies) chosen by You (from categories provided by Yahoo!), and may be placed in a geographic area by the applicable Listings Publishers based on the listing address provided by You; (ii) the Listing Publisher may, at any time, categorize or re-categorize Your listings; and (iii) incorrectly categorized listings may be terminated without refund or recategorization. NOTHING IN THIS AGREEMENT OBLIGATES YAHOO! OR ANY LISTING PUBLISHER TO DISTRIBUTE OR PLACE YOUR LISTING WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH YOUR LISTING INFORMATION. Further, nothing herein will limit Yahoo!'s right to use any information or data that is in the public domain or that is publicly accessible.
You represent and warrant that: (a) You have, and will have at all times, all right, title and interest necessary to grant the Listing Information licenses and rights set forth above; (b) nothing in Your Listing Information is false, misleading, defamatory, libelous, slanderous, illegal or threatening; (c) You have all necessary rights, permits and licenses under all applicable laws, rules and regulations to promote, offer for sale, sell, and ship all products or services available through the business identified in Your Listing Information regardless of whether such products or services are described in Your listing; (d) You will not engage in any impermissible activities; (e) You are solely responsible for all customer service, order fulfillment, product returns, or payment of taxes or charges associated with any products or services that link from Your listing or from a site included in your Listing Information; and (f) Your Listing Information and all products, services and materials available from Your site will comply with all applicable laws, rules and regulations, these Terms, and the Yahoo! Policies and will not infringe the rights of any third party, including any intellectual property rights.
It is your responsibility to keep backups of all Listing Information as Yahoo! is not responsible for the loss of any Listing Information for any reason. You also understand and acknowledge that there may be a delay between the time that you submit Listing Information and when that Listing Information is published on various Listing Publisher sites.
You acknowledge and agree that (i) the Listing Publishers and Listing Publisher sites that participate in Localworks are subject to change at any time and that Listing Publishers and Listing Publisher sites can be added and/or removed at any time, (ii) all content submitted by You (including Listing Information) shall be subject to the applicable Listing Publishers’ character limits, quality standards and other applicable listing policies and that any such content may be rejected, in whole or in part, by a Listing Publisher at any time in its sole discretion, or modified at any time to comply with such policies, (iii) Yahoo! does not guarantee that any listing will be displayed on any Listing Publisher site and (iv) the appearance and/or location of any listing placement may change at any time. YAHOO! SHALL HAVE NO LIABILITY FOR ANY CHANGE IN THE LISTING PUBLISHERS THAT PARTICIPATE IN THE LOCALWORKS SERVICE, FOR ANY DECISION BY A LISTING PUBLISHER TO REJECT OR MODIFY ANY LISTING INFORMATION SUBMITTED BY YOU, OR FOR ANY OTHER DECISION, CHANGE OR OTHER ACTION DESCRIBED IN CLAUSES (i), (ii), (iii) OR (iv) OF THE PRECEDING SENTENCE.
10.4 Third-Party Data
You acknowledge and agree that data submitted to or retrieved from Listings Publishers and other third party web sites through the Localworks Service (including business review data) is data controlled by third parties ("Third-Party Data") and not by Yahoo! or its suppliers and vendors. Neither Yahoo! nor its suppliers and vendors are responsible or liable for any Third-Party Data that may be made available to You or submitted on Your behalf through Localworks. You acknowledge and agree that neither Yahoo! nor its suppliers and vendors will be liable, directly nor indirectly, for any damage or loss caused or alleged to be caused by or in connection with Your use or reliance on any such Third-Party Data. You must direct any issues or inquiries regarding such Third-Party Data to the third-party service that hosts Your data.
11.0 CONTENT AND SOFTWARE: THIS SECTION APPLIES TO MERCHANT SOLUTIONS, WEB HOSTING, BUSINESS EMAIL, AND DOMAINS CUSTOMERS
11.1 Content and Conduct Rules
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not Yahoo!, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Service. The Content must comply with this Agreement, including applicable Yahoo! Policies, and any applicable law or regulation.
11.3 Provisions for Use and Security of Cardholder Data
For purposes of this Section, the term "Cardholder Data" refers to the information stored on the magnetic stripe of a credit or debit card, including the number assigned by the card issuer that identifies the cardholder's account or other cardholder personal information.
- The provisions set forth in this Section apply to a Merchant that either itself, or through a processor or other agent, stores, processes, handles, or transmits Cardholder Data in any manner.
- Merchant shall at all times comply with the Payment Card Industry Data Security Standard ("PCI DSS") requirements for Cardholder Data that are prescribed by the PCI Security Standards Council, as they may be amended from time to time (collectively, the "PCI DSS"). Copies of the most current PCI DSS and related documentation are available on the PCI Security Standards Council web site.
- Merchant acknowledges and agrees that Cardholder Data may be used only for assisting in completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by the applicable payment card association rules, the PCI DSS, or as required by applicable law.
- In the event of a breach or intrusion of or otherwise unauthorized access to Cardholder Data stored at or for Merchant, Merchant shall immediately notify the card issuer in the manner required in the PCI DSS, and provide the payment card associations and the acquiring financial institution and their respective designees access to Merchant's facilities and all pertinent records to conduct a review of Merchant's compliance with the PCI DSS. Merchant shall fully cooperate with any reviews of their facilities and records provided for in this paragraph.
- Merchant shall maintain appropriate business continuity procedures and systems to ensure security of cardholder data in the event of a disruption, disaster, or failure of Merchant's or Merchant's primary data systems.
- If Merchant and its successors and assigns continue to store Cardholder Data after the termination of this Agreement, it shall comply with the PCI DSS after termination of this Agreement.
- Merchant acknowledges and agrees that Cardholder Data may be used only for assisting in completing an ecommerce transaction, including fraud-control services associated with said ecommerce transaction, subject to applicable law and payment-card association regulations.
11.4 Content Ownership
Yahoo! does not claim ownership of the Content You place on Your Service. By submitting Content to Yahoo! for inclusion on Your Service, You grant Yahoo! and its successors and assignees, the worldwide, royalty-free, and nonexclusive license under Your copyrights and other intellectual property rights, if any, in all material and content displayed in Your web 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. You also grant Yahoo! the right to maintain such content on Yahoo!'s servers during the term of this Agreement and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license exists only for as long as You continue to be a Service customer and terminates when Your Service is terminated. You acknowledge that Yahoo! does not prescreen Content, but that Yahoo! and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, Yahoo! and its designees shall have the right to remove any Content that violates this Agreement, including any applicable Yahoo! Policies, is illegal, or is otherwise objectionable as determined in Yahoo!'s sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
11.5 Yahoo! Proprietary Rights and Software
You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content available from Yahoo! for the Service, or contained in sponsor advertisements or information presented to You through the Service or advertisers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by Yahoo! or advertisers, You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the such Content, the Service, or the Software, in whole or in part.
Yahoo! grants to You a personal, nontransferable and nonexclusive right and license to use the object code of its Software only on a server controlled by Yahoo! for the sole purpose of using the Service; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided or authorized by Yahoo! for use in accessing the Service.
You 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 You, on any server other than the servers controlled by Yahoo! without Yahoo!'s express written agreement. You also acknowledge and agree 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 You. If any revision or modification to the Software materially changes Your ability to conduct business, Your sole remedy is to cancel Your Service.
With respect to any elective, additional software that may be made available by Yahoo! in connection with the Service, if You elect to download or access such additional software, You understand that You may have to agree to additional terms and conditions before You use such software.
11.6 Yahoo! Small Business Account Function
You acknowledge that the web hosting service is offered as a platform to host and serve web pages and web sites and is not offered for other purposes, such as remote disk space storage. Accordingly, You understand and agree to use the web hosting service solely for the purpose of hosting and serving web pages as viewed through a web browser and the Hypertext Markup Language (HTML) protocol or other equivalent technology. Yahoo! Small Business is designed to serve the web hosting needs of small, independently owned and operated businesses in the United States. It is not intended to support the greater web hosting needs of large enterprises or internationally based businesses. Yahoo! Small Business is also a shared web hosting service, which means a number of customers' web sites are hosted from the same server. To ensure that Yahoo! Small Business is reliable and available for the greatest number of users, a customer's web site usage cannot adversely affect the performance of other customers' sites. Additionally, the purpose of Yahoo! web hosting is to host web sites, not store data. Using an account primarily as an online storage space for archiving electronic files is prohibited. You further agree that if, at Yahoo!'s sole discretion, You are deemed to have violated this section, or if Yahoo!, in its sole discretion, deems it necessary due to excessive burden or potential adverse impact on Yahoo!'s systems, potential adverse impact on other users, server processing power, server memory, abuse controls, or other reasons, Yahoo! may suspend or terminate Your account without notice to You and with no liability to Yahoo!.
12.0 MERCHANT SOLUTIONS: THIS SECTION APPLIES TO MERCHANT SOLUTIONS CUSTOMERS
12.1 Ecommerce (Store)
With Merchant Solutions, You can use the Service to facilitate the creation and maintenance of an interactive online store ("Store") for the sale of goods and services. You acknowledge and agree that You will be solely responsible for all goods and services offered at and sold through Your Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store or in connection with Your account or password. Certain Stores may be subject to additional requirements. You agree that Your use of the Service and Your Store will be in compliance with the Yahoo! Site Guidelines and any applicable laws and regulations at all times. You agree to display in Your Store Your contact information, including but not limited to Your company name, address, telephone number, fax number, and email address. You also agree to update such information to keep it true, accurate, current, and complete.
12.2 Representations and Warranties
You represent and warrant that You have full power and authority under all relevant laws and regulations: (a) to offer and sell the goods and services offered at the Store, 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 Store; (b) to copy and display the materials used or displayed at the Store; and (c) to provide for credit card payment and delivery of goods or services as specified at the Store.
12.3 Suspension or Termination of Store
In addition to the rights set forth in Sections 5.3 and 5.4, Yahoo! reserves the right to terminate Your Service, or refuse to host or continue to host any Store which it believes, in its sole discretion: (a) has caused a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; or (b) has become the subject of a government complaint or investigation. Additionally, Yahoo! reserves the right to review and remove any Store at any time for non-compliance with this Agreement.
12.4 Merchant Information
Yahoo! maintains information about You and the Store on Yahoo! servers, including, but not limited to, Your Account Information, Your customer order information, sales information, and clickstream data ("Merchant Information"). You grant to Yahoo! a non-exclusive, worldwide, royalty-free, perpetual license to use Merchant Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that Yahoo! may disclose Merchant 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 this Agreement; (d) to respond to claims that You or the Store is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Yahoo! or others; provided, however, that nothing in this Section shall impose a duty on Yahoo! to make any such disclosures.
12.5 PCI Compliance
Yahoo! Merchant Solutions is compliant with the PCI DSS and is listed as a VISA CISP-compliant service provider. Yahoo! will conduct periodic audits as required to maintain compliance with the PCI DSS as a service provider. See the current list of CISP-compliant service providers in PDF format . If you have additional questions that relate to PCI DSS compliance, please visit the help center.
12.6 Deletion of Merchant Information
You agree that Yahoo! may delete customer credit card information from Yahoo! servers 14 days after You retrieve such information, and may delete all other Merchant Information from Yahoo! servers at the end of each calendar year.
12.7 Technical Access
You acknowledge and agree that technical processing of Merchant 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. You also acknowledge and agree that Yahoo! may access Your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.
12.8 Sale and Assignment of Stores
Notwithstanding Section 18 below, You are permitted to sell Your Store to a third party, provided that all of the following occur: (a) You assign, in accordance with Section 26 below, all rights and obligations under this Agreement to such third party receiving the Store, (b) You give prior written notice to Yahoo!, (c) You provide to Yahoo! evidence that such third party has agreed to this Agreement as a permitted assignee, and (d) such third-party assignee has provided Yahoo! with all information requested by Yahoo!, and such information is complete and accurate. Should You attempt to sell a Store or assign this Agreement in violation of this Section 12.8, such attempt will be null and void, and You will remain responsible for all obligations and liabilities under this Agreement, Your Store, and the Service.
13.0 BUSINESS EMAIL: THIS SECTION APPLIES TO MERCHANT SOLUTIONS, WEB HOSTING, AND BUSINESS EMAIL CUSTOMERS.
13.1 Service Description
Business Email allows You to register a domain name and to create web-based or POP email accounts for the purpose of sending and receiving email at the domain name registered by You. If you have Business Mail (not Custom Mailbox) You can create email subaccounts for Domain Email Users so that they may send and receive email with selected email addresses. You expressly agree that any violation of this Agreement may result in termination of any and all email accounts, as determined in Yahoo!'s sole discretion. Yahoo! expressly assumes no liability for any losses incurred due to Domain Email User activities.
13.2 Domain Email Users
If You are a Domain Email User, You agree that Your use of Your email subaccount is also subject to this Agreement, and the Business Email Additional Terms of Service, and that Your violation of this Agreement may result in termination of Your subaccount, or the entire Service, as determined in Yahoo!'s sole discretion. Please note that all Domain Email Users who are assigned web-based email subaccounts must have Yahoo! IDs and are subject to the Yahoo! Terms of Service and the Business Email Guidelines. Yahoo! expressly assumes no liability for any losses incurred by You due to Domain Email User activities. Domain Email Users who are assigned web-based email subaccounts may use their Yahoo! IDs to access Yahoo! Calendar, Address Book, Briefcase, and Notepad (collectively "PIM") in conjunction with their Business Email accounts. Information residing in a Domain Email User's PIM belongs to the Domain Email User. Information residing in the separate Business Email account belongs to You. You may edit preferences, settings, add or delete email addresses, read or send email, monitor Domain Email User behavior, and control access to certain areas on the Business Email account.
14.1 Domain Service
For Domains, the Service includes assisting You in acquiring or moving a domain name (i.e., web address) as well as providing you access to certain Yahoo! software to facilitate your use of the Service.
PLEASE NOTE: WITH RESPECT TO DOMAINS, NOTHING IN THE AGREEMENT OBLIGATES YAHOO! TO LIST OR LINK TO YOUR DOMAIN NAME OR PROVIDE WEB SITE HOSTING SERVICES IN CONNECTION WITH YOUR DOMAIN NAME BEYOND THAT PROVIDED WITHIN THE SERVICE.
14.2 New Domain Registration
If You register a new domain name in conjunction with any Service, the following terms also apply:
(a) Yahoo! has chosen Internet Names Worldwide (a division of Melbourne IT Limited), or "INWW," an ICANN accredited registrar, for .com, .net, .org, .biz, .info, and .us domain names, to provide domain name registration services. You hereby authorize Yahoo! to acquire Your selected domain name from INWW. In order to receive a domain name, You must agree to INWW's terms and conditions, as may be amended. You understand that You are creating a separate contractual relationship between You and INWW, and that You, and not Yahoo!, are responsible for all fees, liability, and obligations in connection with that relationship. Until the Service is canceled or otherwise terminated, Yahoo! will pay on Your behalf the domain registration/renewal fees as part of the Service. You agree that Your obligations to indemnify under "Indemnity" in this Agreement includes any claim or demand associated with Your domain name, any domain name preregistration services provided through the Service, or the INWW terms and conditions.
(b) You will be listed as the registrant and administrative contact in connection with Your domain name, unless You choose another registrant and administrative contact. If You choose a registrant and administrative contact other than Yourself, such person(s) must enter into an agreement directly with the INWW and, additionally, will be bound by this Agreement in addition to You. You hereby authorize Yahoo! to list Yahoo! as the billing contact, technical contact, and name server in connection with Your domain name and to take any actions Yahoo! deems appropriate in those capacities. However, upon termination of the Service, Yahoo! may immediately cease acting in those capacities and reserves the right to transfer Your account to INWW for collection of past-due amounts. In the event of such transfer, You authorize INWW to serve as the billing contact, technical contact, and name server in connection with Your domain name, and to take any actions the INWW deems appropriate in those capacities. Upon termination of the Service, Yahoo! will not be responsible for forwarding any notices, emails, or other correspondence to You or taking any other actions in connection with Your domain name. You will be solely responsible for all ongoing fees, as well as removing Yahoo! as the billing, technical contact, and name servers in connection with Your domain name, unless Yahoo! notifies You otherwise. (c) You acknowledge that Yahoo! cannot guarantee the availability of the domain name you select for your use until Yahoo! receives confirmation of its order from INWW, which may take several business days.
14.3 Using a Preexisting Domain Name
If You have previously registered a domain name with another provider and want to use it with the Service, You must request that the existing registrar change the name servers for the domain name as designated by Yahoo!, on Your behalf.
PLEASE NOTE: THE EXISTING REGISTRAR WILL CONTINUE TO BE THE REGISTRAR FOR THAT DOMAIN, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR EXISTING PROVIDER, INCLUDING RENEWAL FEES. THE FEES PAYABLE TO YAHOO! FOR THE SERVICE DO NOT INCLUDE REGISTRATION OR RENEWAL FEES OWED BY YOU TO YOUR EXISTING PROVIDER.
14.4 Transferring to Yahoo!'s Registrar of Record
INWW is Yahoo!'s current registrar of record. If Yahoo! switches to another registrar of record, Yahoo! may at any time request in writing that You transfer the domain name registered for the Service to the new registrar of record. If You do not agree to this request within 30 days, You agree that Yahoo! will continue to provide the Service to You, but may, in its sole discretion, either:
(a) require You to pay an additional fee to Yahoo! for the Service in order to renew and maintain Your domain name with the prior registrar of record; or
(b) require You to be responsible for all fees, including any renewal fees, directly with the prior registrar of record, in which case You authorize Yahoo! to cease to pay for the domain name fees as part of the Service, and change the billing contact details for the domain name from Yahoo! to You by providing Your applicable Account Information to the prior registrar of record.
14.5 Verifying Your Domain Name Information
In compliance with ICANN regulation and the INWW gTLD Terms and Conditions or the INWW .us Terms and Conditions, as applicable ("Required Information"), and in order to minimize the risk of fraud, Yahoo! may at any time request You to verify any information required to be supplied by a registrant. If You fail to respond to any such request or fail to verify any Required Information to Yahoo!'s reasonable satisfaction, within 15 days of any such request from Yahoo!, Yahoo! may, in its sole discretion, immediately terminate Your Service and remove any of Your materials, including Your domain name, from Yahoo! servers.
14.6 Your Domain Registration Information
If You choose to register a domain name using the Private Domain Registration feature of the Service, which will substitute certain information relating to the registration of the Domain Name, such as the name, postal address, email address, telephone number, and fax number of the administrative contact, technical contact, and billing contact, and where applicable, the postal address, telephone number, and fax number of the registrant contact ("Contact Details"), but not the organization name, the following terms also apply:
(a) Yahoo! has chosen Internet Names Worldwide (a division of Melbourne IT Limited), or "INWW," an ICANN accredited registrar, to provide the Private Domain Registration features of the Service. With respect to all matters concerning the Private Domain Registration feature of the Service, you agree with all of the terms and conditions of the End User Agreement between you and INWW, which are located at the following link: http://www.melbourneit.com.au/policies/privateregpolicy.
(b) You agree to keep all information provided to Yahoo! and INWW complete, true, and accurate at all times.
(c) You understand that your billing and contact information must be complete, true, and accurate at all times.
(d) You will not use or attempt to use the service to avoid any legal obligations, including without limitation any requirements to register Yourself or any entity with the appropriate governmental organizations, or to avoid, resist, or make more difficult the service of legal process on You, or any legal entity.
(e) You will respond in a timely manner to any communications from Yahoo!, INWW and any communications from a third party forwarded to You by INWW.
(f) YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT ANY CANCELLATION, FAILURE TO RENEW, TERMINATION, OR DESELECTION OF PRIVATE DOMAIN REGISTRATION FEATURES BY EITHER YOU OR YAHOO! WILL RESULT IN PUBLICATION OF THE REGISTRATION INFORMATION OF THE ASSOCIATED DOMAIN(S) IN THE PUBLIC WHOIS DATABASE AND MADE PUBLICLY AVAILABLE.
(g) NOTWITHSTANDING THE PRIVATE DOMAIN REGISTRATION FEATURE OF THE SERVICE, YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT YAHOO! AND/OR INWW MAY DISCLOSE THE CONTACT DETAILS REGARDING THE RELEVANT DOMAIN NAME WITHOUT ANY LIABILITY TO YOU, IF YAHOO! OR INWW CONSIDERS, IN THEIR SOLE DISCRETION, THAT DISCLOSURE IS NECESSARY OR DESIRABLE TO COMPLY WITH THE REQUIREMENTS OR DIRECTIONS OF ANY GOVERNMENT AGENCY, OR REGISTRY, ANY APPLICABLE LAW, REGULATION OR RULE, SUBPOENA, COURT ORDER, OR ENFORCEMENT AGENCY REQUEST; OR IF ANY THIRD PARTY INSTITUTES PROCEEDINGS AGAINST YAHOO! OR INWW, OR THREATENS TO TAKE PROCEEDINGS AGAINST EITHER YAHOO! OR INWW, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE RELEVANT DOMAIN NAME.
14.7 Expired Domains
Should Your Service be terminated, and You let Your domain registration lapse, Your registration will expire and Yahoo! may, at our discretion, elect to assume the registration for our own account, delete it, or sell it to a third party. You acknowledge and agree that Your right and interest in a domain name ceases upon its expiration, and that any expired domain name may be made available for registration by a third party.
15.1 Compliance with Laws
You agree to comply with the export, re-export, and import laws and regulations of the United States and other applicable countries where you operate or do business, including but not limited to the United States Export Administration Regulations, the antiboycott rules, and the Office of Foreign Assets Control regulations. Specifically, but without limitation, you represent and warrant that you:
- will not use the Service to directly or indirectly conduct, promote, or facilitate business in countries and/or with nationals or members of governments that are subject to U.S. embargoes or trade sanctions (these embargoed and sanctioned countries are: Cuba, North Korea, Iran, Sudan, and Syria; You are responsible for complying with any updates and revisions that the U.S. government makes to this list of prohibited export destinations);
- are not a party identified on any government export exclusion lists nor using the Service to conduct business with a party identified on such lists, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists;
- will not use the Service to export items, Content, or materials to prohibited parties or countries, as identified in applicable export and import regulations, or for military, nuclear, missile, chemical, or biological weaponry end users or end uses; and
- will defend, indemnify, and hold Yahoo! harmless against any liability (including attorneys' fees) arising out of or related to your failure to comply with applicable export, re-export, and import laws and regulations.
You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations, and orders, including, but not limited to, tax and intellectual property, including copyright, content, sales, mail-order, commerce, and ecommerce laws and regulations. You shall be responsible for determining which laws or regulations are applicable to Your use of the Services. You shall, upon the request of Yahoo!, provide Yahoo! assurance of Your compliance with those laws. You acknowledge that Yahoo! exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the Yahoo! Policies.
You are responsible for charging and collecting from Your end-user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between Yahoo! and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that You have agreed to pay or impose on and/or collect from end users or Your other retail customers, You agree to indemnify and hold harmless Yahoo! for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from Yahoo! due to Your failure to pay or collect and remit such tax to such authority.
Yahoo! reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available.
You agree to indemnify and hold harmless Yahoo!, and its parents, subsidiaries, affiliates, cobranders or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party due to or arising out of Your Content, Your Listing Information, Your conduct, Your use of the Service, the goods or services offered or sold through Your Service, any alleged violation of this Agreement, including any applicable Yahoo! Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service. Yahoo! reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.
18.0 RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Yahoo!
19.0 GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Yahoo! may establish general practices and limits concerning use of the Service.
20.0 MODIFICATIONS TO AND DISCONTINUATION OF SERVICE
Yahoo! reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Yahoo! shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service.
21.0 DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. YAHOO! EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
(b) YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, INCLUDING ANY THIRD-PARTY DATA, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
(c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.
(d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT(i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
(f) YAHOO! ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS OR FOR THE ACCURACY, TIMELINESS, OR MISDELIVERY OF ANY THIRD-PARTY DATA.
(g) IF YOU UTILIZE A BLOG TOOL (SUCH AS WORDPRESS) IN CONNECTION WITH THE SERVICES, UNDER CERTAIN CIRCUMSTANCES YAHOO! MAY DEEM IT NECESSARY TO AUTOMATICALLY UPGRADE THE VERSION OF SUCH BLOG TOOL YOU ARE THEN USING. UNDER NO CIRCUMSTANCES WILL YAHOO! ASSUME ANY LIABILITY WHATSOEVER IN CONNECTION WITH ANY SUCH AUTOMATIC UPGRADE, INCLUDING, BUT NOT LIMITED TO, LIABILITY WITH RESPECT TO DATA LOSS, DATABASE CORRUPTION, YAHOO! PLUG-INS, CACHING, CUSTOM DESIGN, AND/OR THIRD-PARTY PLUG-INS.
(h) THE SERVICE IS DESIGNED TO SERVE CERTAIN NEEDS OF SMALL, INDEPENDENTLY OWNED AND OPERATED BUSINESSES IN THE UNITED STATES. THE SERVICE IS NOT INTENDED TO SUPPORT THE NEEDS OF LARGE ENTERPRISES OR INTERNATIONALLY BASED BUSINESSES. WITHOUT LIMITATION OF ANY OF THE FOREGOING PROVISIONS OF THIS SECTION, YAHOO! PROVIDES NO WARRANTIES WITH RESPECT TO USE OF THE SERVICE OUTSIDE OF ITS INTENDED PURPOSES OR ITS INTENDED CUSTOMERS.
22.0 LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YAHOO! AND ITS AFFILIATES, COBRANDERS, OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS,SHALL NOT BE LIABLE,UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF YAHOO! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.
YAHOO!'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO YAHOO! OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT YAHOO! HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Notices under this Agreement 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 701 First Avenue, Sunnyvale, CA 94089, USA. If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. Yahoo! may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to You generally on the Service.
24.0 CHOICE OF LAW AND FORUM (LOCATION OF LAWSUIT)
These Terms and the relationship between You and Yahoo! shall be governed by the laws of the State of California without regard to its conflict of law provisions, and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods. You and Yahoo! agree to submit to the personal jurisdiction of the courts located within the county of Santa Clara, California. The failure of Yahoo! to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
25.0 FORCE MAJEURE
Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of Yahoo!), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Yahoo! is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of Yahoo!
Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of Yahoo!, and any attempted assignment or delegation without such consent will be void. Yahoo! may assign this Agreement in whole or part. Yahoo! also may delegate the performance of Services to third parties, including Yahoo! affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
27.0 RELATIONSHIP OF PARTIES
This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between Yahoo! and You. Neither Yahoo! nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
28.0 NO THIRD-PARTY BENEFICIARIES
Yahoo! and You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or Your customers.
29.0 COPYRIGHTS AND COPYRIGHT AGENTS
Yahoo! respects the intellectual property of others, and we ask that You do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please follow these instructions.
30.0 INTEGRATION AND SEVERABILITY
These Terms constitute the entire agreement between You and Yahoo! and govern Your use of the Service, superseding any prior agreements between You and Yahoo! (including, but not limited to, any prior versions of this Agreement) pertaining to this Service. You also may be subject to additional terms and conditions that may apply when You use affiliate or other Yahoo! services, third-party content, or third-party software. If any provision of this Agreement or incorporated documents 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 the other provisions of this Agreement remain in full force and effect. You agree 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 this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
The provisions of Sections 3, 4, 5.6, 5.7, 5.8, 7, 8, 9, 10, 11, 12.1, 12.2, 12.4, 12.5, 12.7, and 15 through this Section 31 will survive any termination or expiration of this Agreement.