All charges are, unless otherwise stated, payable in pounds sterling together with VAT and anyother applicable taxes. We may charge you interest at the rate of three percent (3%) per month (orthe highest rate permitted by law, if less) above the base lending rate of Yahoo!’s main bank onall amounts due and payable until payment is received, whether before or after judgment. If youfail to pay, Yahoo! may charge you for all costs incurred by Yahoo! in connection with collectingthe amounts due.We may change the amount of any fees or charges or any amounts you are required to maintain onaccount with us in respect of any Programme to which you subscribe by giving you notice either inwriting (including by email) or on the Yahoo! Company Sites. If you do not agree to such changes,you must immediately: (i) notify us in writing; and (ii) stop using the relevant Programme(s).**3. PAYMENT DEPOSITS**We may require you to pay a deposit to us as security for fulfilment of your payment obligations inrespect of any Programme to which you subscribe (‘Payment Deposit’).In the event that you pay a Payment Deposit, the following terms and conditions apply: (a) thePayment Deposit will not be offset against future invoices payable by you; (b) provided that youhave met your payment obligations under the Agreement in full, following termination or expiry ofthe Agreement the Payment Deposit will be refunded to you in full (without any interest accruedfrom the date of receipt of the Payment Deposit by Yahoo!); (c) if you fail to make payment in fullin accordance with the terms of the Agreement, your Payment Deposit shall be forfeited and shallremain with Yahoo!: (i) until such time your payment obligations under the Agreement have been madein full to the satisfaction of Yahoo!, together with any interest due on those payments inaccordance with the terms of the Agreement; and (ii) if your payment obligations under theAgreement have not been fulfilled to the satisfaction of Yahoo! by six months from either 1.termination or expiry of the Agreement; or 2. the date of the invoices under which such paymentsare due, we shall offset your Payment Deposit against those outstanding payments due from you(together with any interest accrued on those outstanding payments in accordance with the terms ofthis Agreement).Yahoo! shall return any balance of the Payment Deposit (without any interest accrued from the dateof receipt of the Payment Deposit by Yahoo!) after your payment obligations under the Agreementhave been satisfied in full.**4. ACCESS**You will not and will not permit anyone to: (i) use any automated means to access, monitor, ormanage your account with us, or to access, monitor, or copy the Yahoo! Company Sites or any part ofthem, except where made available or authorised in writing by us; (ii) bypass any robot exclusionheaders on the Yahoo! Company Sites; (iii) interfere, or attempt to interfere, with the operationof the Yahoo! Company Sites or systems, or Programmes; (iv) use the Programmes in connection withopen source software in any way which would create any obligations of use with respect to ourProgrammes or grant to any third party any rights to or immunitiesunder our Intellectual Property Rights in our Programmes; or (v) use our Programmes in connectionwith any activity which may, directly or indirectly, cause property damage, death or personalinjury.
 

 
Your right to access your account(s) is non-assignable and subject to any limits imposed by Yahoo!from time to time. You shall not allow any third party to use any Programme, except your AuthorisedUsers and employees in accordance with the Agreement.You agree to notify us promptly in writing if you become aware of a breach, or potential breach, ofsecurity relating to your account(s). You shall ensure that Authorised Users and employees complywith the Agreement, and you are liable for all of their acts and omissions in connection therewith.You may use data made available to you in connection with a Programme solely for internal use tomanage your account(s) and you may not publish any such data, nor create profiles of our users.In order to improve our Programmes, we frequently conduct tests and you agree to pay all chargesand any other expenses for the services rendered (as set forth in the applicable Insertion Order oryour online account) during those testing periods.**5. YOUR SITE**We are not responsible for any aspect of your or any third-party site(s).**6. API ACCESS**If we grant you API Access in connection with a Programme, this Section shall apply to you and APIAccess and the API Code (defined below) are part of such Programme. “API Access” is the ability,via the API Code, to access certain account information and/or features, and to execute commandsfor your account(s). You may not use your API Access, including any data obtained, for purposesother than managing your account(s) to which the API Access relates. If your use of a Programmeterminates, your API Access to that Programme shall terminate immediately. We may limit, modify orterminate your API Access, at our discretion, at any time, and such modifications may require youto make changes, at your expense, to the API Code for continued API Access. “API Code” is softwarecreated by you or us using an XML/SOAP interface we specify enabling API Access.If we give you API Code or software to incorporate into API Code developed by you, we grant you anon-exclusive, revocable, non-transferable, non-sublicensable, limited, licence to use the API Codeor software given to you by us for internal use solely for API Access during the term of theapplicable Programme Terms. You shall make the API Code available to us upon our request for ourreview and notify us of the features and functionality of such API Code and the application towhich the API Code connects. Your use of API Code shall not exceed access frequency limits as setby us from time to time. If you are a Representative (defined below) this Section gives you (notthe Advertisers), API Access. You may not use API Access pursuant to this Section if you are partyto another agreement with a Yahoo! Company that provides for such access.**7. USE OF INFORMATION**You grant each Yahoo! Entity an irrevocable, non-exclusive, royalty-free, worldwide, fully paidlicence throughout the Term to: (i) use, copy, and/or modify, adapt, reformat, recompile,disassemble, reverse engineer and/or manipulate any part of the Advertiser
 

 
Materials, or any URLprovided within your Advertiser Materials, including for public performance or display, marketingand distribution, in any part of the Distribution Network; and/or (ii) access, index, cache anddisplay the site(s), or any portion thereof, to which your Advertiser Materials link, by any means,including web spiders and/or crawlers.In the event that you use a suggestion or modification to your Advertiser Materials made by aYahoo! Entity, you agree that: (a) such suggestion or modification is authorised by you andcomplies with the Agreement; and (b) none of the Yahoo! Entities shall have any liability for yourAdvertiser Materials, or any changes to them.All Advertiser Materials are subject to our approval. We reserve the right at any time in ourabsolute discretion to: (a) reject, amend, remove or cancel any Advertiser Materials, InsertionOrder, URL link, space reservation or position commitment; and/ or (b) remove any AdvertiserMaterials from any of the Yahoo! Company Sites and/or any part of the Distribution Network. We donot undertake to review the contents of any Advertiser Materials and any review and/or approval byus will not be deemed to constitute an acceptance by us that they comply with the Agreement or anywaiver of any of our rights under it.We do not guarantee that your Advertiser Materials will be distributed in any part of theDistribution Network, nor do we guarantee that your Advertiser Materials will appear in aparticular position or rank. The final decision as to inclusion and placement of AdvertiserMaterials is at our discretion.You grant to Yahoo! the express right to reproduce throughout the world screen shots of all or partof any Yahoo! property containing all or part of any of the Advertiser Materials on or in anypromotional or advertising material or campaign promoting or advertising Yahoo! (but not anypromotional or advertising campaign paid for by Yahoo!).Notwithstanding the provisions of any Insertion Order, you acknowledge and agree that we have notmade any guarantees with respect to usage statistics, including levels of impressions,click-throughs or positioning of any Advertiser Materials. We are not liable for any usagestatistics however supplied. You acknowledge that usage statistics we provide are the official,definitive measurements of our performance on any delivery obligations provided in the InsertionOrder. The processes and technology used to generate such statistics have been independentlyaudited.All software, hardware, equipment, systems and underlying technology, and all other data,information and content residing or subsisting in or created, collected or processed using theYahoo! Company Sites, Programmes and any sites of any Yahoo! Companies or Distribution Network(including all Intellectual Property Rights residing or subsisting therein) is or are owned byYahoo! or its licensors and if and to the extent that any such rights become vested in you, youwill effectively assign to Yahoo! absolutely and unconditionally all such rights.The Programmes are proprietary to us and are protected by the applicable intellectual property Laws(as defined in Section 9 (Representations and Warranties)) and we retain all rights, title, andinterests in and to the Programmes and, except for the limitedright of use expressly granted herein, nothing shall be construed as Yahoo! granting to you anyright, title or interest in or to the Yahoo! Company Sites or Programmes (or any part of them).
 

 
**8. CONFIDENTIALITY AND PRIVACY**“Confidential Information” means any information of whatever nature, disclosed to you by us in anymanner, whether directly or indirectly, in connection with this Agreement, other than informationthat you can establish: (i) was in the public domain prior to disclosure by us (other than throughbreach of this Section); or (ii) was in your possession, without confidentiality restrictions,prior to disclosure by us. You shall not at any time: (a) disclose or otherwise make available toany person or entity any Confidential Information (other than to your employees and AuthorisedUsers who are bound in writing by use and confidentiality restrictions which are no less protectivethan the provisions of this Agreement and who have a need to know such Confidential Information inconnection with the Agreement); or (b) access, use, or copy any Confidential Information, except asstrictly necessary in connection with the purpose for which such Confidential Information isdisclosed to you and in accordance with the Agreement.You may disclose Confidential Information if required by law, provided that: (a) you notify uspromptly prior to such disclosure; (b) at our request, you assist us in obtaining an orderprotecting the Confidential Information from public disclosure; and (c) any disclosure is limitedto the minimum extent necessary to comply with the legal requirement. All Confidential Informationshall remain our property, and shall be delivered to us, uninstalled or destroyed immediately uponour request or upon termination of the Agreement.By using the Yahoo! Company Sites and any Programmes, you or any person you allow to access and useyour account, may provide Yahoo! with personal data. By entering into the Agreement and providingsuch data, you agree (and shall ensure that each other relevant person agrees) to our use of suchdata: (i) in accordance with our privacy policy athttp://searchmarketing.yahoo.com/en_GB/legal/privacy_y.php (the “Privacy Policy”); and (ii) for thepurposes of providing you with the Yahoo! Company Sites and Programmes and to administer youraccount (including contacting you about the Yahoo! Company Sites, the Programmes, your account, theAgreement, any Programme Terms and any products or services of us or our Affiliates from time totime), and for the same purposes you agree to our disclosing such data to other Yahoo! Entities(and the transfer of that data to countries which may not afford the same level of protection ofsuch data as the countries in which you initially access the Yahoo! Company Sites or Programmes).You must not, and must ensure that any person acting on your behalf does not, issue any pressrelease or other public statement (or any statement which is likely to be made public) relating tothe Agreement or any part of it without our prior written consent.**9. REPRESENTATIONS AND WARRANTIES**You represent, warrant, and undertake that at all times throughout the Term: (i) you have therights, authority and any required consents to enter into the Agreement and to exercise your rightsand perform your obligations in accordance with this Agreement; (ii) you are acting in a businesscapacity on behalf of your business and not as an individual or as a consumer; (iii) your use ofeach Programme is solely for lawful business purposes; (iv) all Advertiser Materials and your useof the Yahoo! Company Sites andProgrammes (and the use of those that use your account) will be free of viruses and/or othercomputer Programming routines or any other items that may damage, interfere with or adverselyaffect or hinder access to any Yahoo! Company Site, Programme, data, computer or network, or imposean unreasonable or disproportionately large load on our systems or infrastructure (as we determine
 

 
in our sole discretion), or change a user’s settings or create a series of multiple, sequential,stand-alone advertisements (including by pop-up window or pop-under window); (v) you will notengage in, nor cause others to engage in, spamming, phishing or improper, malicious, or (as wedetermine in our discretion) fraudulent clicking, impressions, or marketing activities relating toany Yahoo! Site or Programme; (vi) you will comply with the applicable Programme Terms and allprovisions of the Agreement; (vii) you will at all times ensure that any personal data you collectis collected, stored, processed and dealt with in accordance with all applicable data protectionand privacy Laws, including without limitation, you will not combine, co-mingle, compare or matchany information that you legally collect via your Advertiser Materials on any part of theDistribution Network with any personal information, clickstream or cookie information that youhave; and (viii) the Advertiser Materials, the site(s) to which the Advertiser Materials and anyother material and technology in connection therewith link, and any act by you relating to theProgrammes and the Yahoo! Entities shall:i. comply at all times with all applicable laws, statutes, statutory instruments, contracts, orregulations, advertising and marketing codes of practice (whether self-regulatory or otherwise) andour policies or guidelines (which we may amend from time to time in our absolute discretion)(collectively, “Laws”) in any of the jurisdictions where any Information is distributed and/ordisplayed;ii. if your Advertiser Materials or relevant site(s) are an investment advertisement within themeaning of any applicable financial services or securities markets Laws, your Advertiser Materialsand sites at all times comply with those Laws and the relevant advertiser is at all timesauthorised to carry out such activities, and, unless you are an “authorised person” within themeaning of the Financial Services and Markets Act 2000 (“the Act”): (1) do not constitute aninvitation or inducement to engage in investment activity within the meaning of the Act; or (2)have been approved by an “authorised person” within the meaning of the Act or are otherwisepermitted under the Act and you have expressly notified us in writing of this;iii. not at any time infringe any Intellectual Property Right of any third party;iv. not at any time breach any duty toward, or rights of, any person or entity, including rights ofpublicity and/or privacy, or any consumer protection Laws, and have not otherwise resulted in orare not likely to result in any claims relating to consumer fraud, product liability, tort,deceptive trade practices, breach of contract, or any other form of illegal practice, injury,damage or harm of any kind to any person or entity;v. where you are advertising gambling, the gambling which you are advertising by virtue of theInsertion Order attached is based in and operated out of either Great Britain, an EEA State,Gibraltar or a country or place which has been deemed by the Secretary of State to be treated as ifit were an EEA State pursuant to clause 331(4) of the Gambling Act 2005, and all necessary licencesand permits to conduct the gambling operation in that country are validly in place;vi. not at any time contain any false, deceptive, misleading, unethical, defamatory, libelous, orthreatening material or any obscene or blasphemous material; andvii. not (as determined by us) reflect poorly on or tarnish the reputation or goodwill of a Yahoo!Entity.You warrant, represent and undertake that you will not, and will not permit anyone to: (i) modify,adapt, reformat, recompile, transmit, publish, license, reverse engineer, disassemble, reconstruct,decompile, copy, or create derivative works of, transfer or sell any Yahoo! Company Sites orProgrammes, any aspect or portion thereof, or Confidential Information, including source code or
 

 
algorithms (except as expressly authorised by Yahoo! in writing or to the extent permitted byapplicable Law); or (ii) alter, remove, cover or otherwise deface any identification, trademark,copyright, or other notice from any aspect of the Programmes.**10. INDEMNITY**You shall fully indemnify, defend, and hold harmless the Yahoo! Entities from all claims,liabilities, losses, damages, penalties, fines, costs and expenses, whether actual or alleged(collectively, “Claims”) including reasonable legal fees and any taxes in relation to those Claims,that arise out of or in connection with any act or omission by you or your Authorised Users inconnection with the Agreement, including any infringement or alleged infringement of any thirdparty Intellectual Property Rights or of the Agreement. You agree to be solely responsible fordefending any Claim against a Yahoo! Entity, unless the relevant Yahoo! Entity elects toparticipate in or take control of any Claim with advisors of its own choosing. You will not agreeto any settlement that imposes any obligation or liability on a Yahoo! Entity without our priorwritten consent.**11. WARRANTY DISCLAIMER**All Programmes, Advertiser Materials provided by us, Distribution Network, indexes, Yahoo! Companysystems, Yahoo! Company Sites and documentation are provided on an “as is” basis, without warrantyof any kind, whether express or implied by statute, common law or otherwise, all of which arehereby excluded to the extent permitted by applicable law, and that your use thereof is at your ownrisk.**12. LIMITATION OF LIABILITY**The maximum aggregate liability of all Yahoo! Entities to you in contract, tort or otherwisehowsoever arising for any liability which is not otherwise limited or excluded under the Agreementin respect of any one or more incidents or occurrences arising during any successive six monthperiod (the first such period commencing on the date of this Agreement) shall be limited to a sumequivalent to the amounts actually paid by you to us pursuant to the Agreement in the relevant sixmonth period. In no event shall any Yahoo! Entity be liable to you in contract, tort or otherwise(including any liability for any negligent act or omission or breach of statutory duty) for anyloss of revenue, profits, business, contracts, anticipated savings, wasted expenditure, damage toreputation or goodwill, loss of or loss of use of data, or any indirect or consequential loss ordamage whatsoever, howsoever arising out of or in connection with the Agreement or any breachthereof even if it was advised in advance of the possibility of such loss or damage. We are notresponsible for any acts or omissions of any third party in connection with the Agreement,including with respect to clicks and/or impressions by any third party on your AdvertiserMaterials. Notwithstanding anything to the contrary, nothing in this clause or the Agreement shallbe construed to exclude or limit any liability of any Yahoo! Entity which cannot be excluded orlimited under applicable law (such as for death or personal injury caused by our negligence or forfraud or fraudulent misrepresentation).
 

 
**13. TERMINATION**You may not terminate the Agreement or your participation in any Programme and in the Yahoo!Company Sites (unless otherwise provided in the relevant Programme Terms). Notwithstanding anythingcontained in the Agreement to the contrary, we may at any time for any reason terminate theAgreement or terminate, suspend or limit your participation in any Programme or part thereof,discontinue offering the Yahoo! Site, Yahoo! Companies or third party distributors and/orProgrammes. None of the Yahoo! Entities shall have any liability for any such termination. Upontermination, suspension, or discontinuation of any Programme or your participation therein, all andany outstanding payment obligations incurred under the Agreement will become immediately due andpayable.These Master Terms and Conditions shall terminate automatically if you have terminated allProgramme Terms and Insertion Orders. Any suspension or termination (howsoever caused) shall notaffect any accrued rights or obligations of either party or the Yahoo! Entities nor shall it affectthe continuation in force of any provision of these Master Terms and Conditions and Programme Termswhich by implication are intended to survive any termination or suspension of the Agreement, andany provisions under Sections 1 (Introduction and Definitions), 7 (Use of Information), 8(Confidentiality and Privacy), 12 (Limitation of Liability), 13 (Termination), 15 (Choice of Law)and 16 (Other) of these Master Terms and Conditions.Following termination of this Agreement you agree to immediately cease: (i) using the Yahoo!Company Sites and any Programme or Third Party Products; (ii) any other distribution of yourAdvertiser Materials by any Yahoo! Entity which has been suspended or terminated; and (iii) usingall Information, data, programme code or software, user names and passwords, Intellectual PropertyRights and Confidential Information (and destroy all copies thereof and, if requested by us,promptly certify such destruction in writing to us).**14. NOTICES**We may give notices to you by posting them on any Yahoo! Company Site or by written notice (at ourdiscretion), including by email, to the address provided by you to us. It is your responsibility toensure that your contact and account information is current and correct, and you must promptlynotify us in writing of any changes to such information. All notices to us shall be sent, asapplicable: (a) to Yahoo! either by email to uk-clientservices-ysm@cc.yahoo-inc.com or, whereapplicable, by email to our designated account manager as notified by us to you; or (b) for DisplayAdvertising Programmes, to optimise@uk.yahoo-inc.com. Notices will be deemed received when an emailis received in full in the place of receipt, save where it is received on a weekend or publicholiday, in which case it will be deemed received on the next business day.**15. CHOICE OF LAW**The Agreement shall be governed by and construed in accordance with English law, and you agree tosubmit any disputes arising in connection with this Agreement to the exclusive jurisdiction of theEnglish Courts.
 

 
**16. OTHER**You acknowledge and agree that, subject to Section 7 (Use of Information) relating to thesubmission of and any changes to your Advertiser Materials: (i) the Yahoo! Entities have completeeditorial freedom in terms of the content, look and feel and technical aspects of the Yahoo!Company Sites and the Programmes, and the distribution of your Information to end users; and (ii)the organisation, specifications, availability and/or appearance of any Yahoo! Company Sites, ThirdParty Products, or any other systems or property provided by any Yahoo! Entity may be modified atany time at the Yahoo! Entities’ absolute discretion.The Agreement and any other document or information expressly referred to therein constitute theentire agreement between you and us regarding the subject matter to which it relates and supersedeand extinguish all previous agreements, understandings, proposals, representations, claims, andcommunications regarding that subject matter. Nothing in this Section shall exclude or restrict theliability of either party for fraud or fraudulent misrepresentation.In the event of a conflict between the Master Terms and Conditions, the Programme Terms, and/or anInsertion Order, the conflict shall be resolved to the extent necessary to do so according to thefollowing order of precedence: (1) Insertion Order provided that: (i) it has been properly executedon behalf of both you and us by duly authorised representatives; and (ii) any variation of theProgramme Terms or Master Terms and Conditions by such Insertion Order shall only apply to thecampaign to which that Insertion Order relates; (2) Programme Terms and (3) Master Terms andConditions.The failure or delay of Yahoo! to enforce any provision of the Agreement or other rights orremedies under law shall not constitute a waiver or limitation of Yahoo!’s rights to enforce anyprovision of this Agreement or to exercise any other such rights or remedies.The provisions of this Agreement are severable, and if any provision of the Agreement is heldinvalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceabilityshall not affect the validity, legality or enforceability of the remainder of the Agreement.We shall have no liability under the Agreement (to the extent permitted by applicable law) byreason of any failure or delay in the performance of our obligations on account of strikes,shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes,Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or anycause that is beyond our reasonable control.You and we are independent contractors and nothing in the Agreement shall be construed to createevidence or imply any agency, employment, partnership, or joint venture between you and us.Except as otherwise set forth in the Agreement, neither you nor we shall have any right, power, orauthority to create any obligation or responsibility on behalf of the other and the Agreement isnot intended to benefit, nor shall it be deemed to give rise to any rights to any third party,except that any Yahoo! Company from time to time may directly enforce any right or remedy of Yahoo!under these Master Terms and Conditions and any Programme Terms (as if such Affiliate was Yahoo!).
 

 
You may not assign, sublicense, or transfer the Agreement or any part of it. Any assignment,transfer, or attempted assignment or transfer by you shall be of no force or effect. We and oursubsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time thisAgreement or any part of it to any person or entity at any time without your consent. Any rightsnot expressly granted in the Agreement are reserved by us, and all implied licences are disclaimed.We may change the Agreement and/or the Privacy Policy at any time by making them available on theYahoo! Company Sites and/or by providing notice in accordance with Section 14 (Notices). Any use byyou or Authorised Users of any Programme after such notice shall be deemed to be continuedacceptance by you of the then current Agreement and Privacy Policy. If you do not agree to suchamended Master Terms and Conditions, Programme Terms and/or the Privacy Policy you mustimmediately: (i) notify Yahoo! in writing; and (ii) stop using the Yahoo! Sites and any Programmes.You understand and agree that services and obligations to be performed by us may be performed byother Yahoo! Companies and/or third-party service providers.**17. REPRESENTATIVE**If you are an advertising agency or other entity representing advertisers or you allow Affiliatesor Authorised Users or other advertisers (each a “Third Party”) access to or use of the Programmesor to enter into Insertion Orders, this Section applies to you (“Representative”).Representative agrees to ensure that all provisions of this Agreement are complied with by bothRepresentative and any Third Party which it represents. Representative shall be directly liable tous for any act or omission in this regard. Other than Authorised Users, Representative shall ensurethat only Representative deals with us and no Third Party may do so.Representative represents, warrants and undertakes that at all times: (i) it is the authorisedrepresentative of an advertiser and is authorised to enter into and perform the Agreement theadvertiser’s behalf; (ii) it will not, without our prior written consent: (a) make anyrepresentation or warranty concerning any Yahoo! Company Site or Programme or Yahoo! Entity,including that it is an affiliate, distributor or partner of a Yahoo! Entity; (b) act on behalf of,or otherwise make any promises or commitments to any advertiser or potential advertiser on behalfof any Yahoo! Entity; or (c) engage in any telesales or telemarketing in connection with any Yahoo!Company Site or Programme, and (iii) it will perform its duties pursuant to the Agreement in aprofessional manner consistent with our requirements.Upon our request, Representative will immediately deliver to us each agreement that authorisesRepresentative to act on the advertiser’s behalf in connection with the Agreement. If aRepresentative’s relationship with an advertiser terminates, any of the Representative’sadvertisers may continue to use any of their Advertiser Materials, and Representative shall nolonger have API Access for such advertiser’s accounts. Representative shall not at any time,whether during or after the Term, use data or information received in connection with the Agreementto conduct any marketing efforts in particular to do that targeted at our
 

 
advertisers. During the Term and for twelve (12) months after termination thereof, Representativeshall not, directly or indirectly, contact, refer, or solicit any of our employees, consultants, oragents.**Payment Liability.**Without limiting any other provision of the Agreement, Representative and eachadvertiser shall be jointly and severally liable for all payment obligations pursuant to Section 2(Payment) of these Master Terms and Conditions, and Representative. Representative acknowledgesthat we may directly contact any advertiser represented by Representative, including if we have notreceived payment for such advertiser’s account by the due date for payment of the applicableinvoice.**18. DEFINITIONS**In the Agreement, (i) “we,” “us,”, “our” and “Yahoo!”, means Yahoo! UK Limited, a companyincorporated in England and Wales (company number 3244285 VAT number GB892211528) with itsregistered office at 5th Floor, 125 Shaftesbury Avenue, London WC2H 8AD. Yahoo! UK Limited is awholly-owned subsidiary of Yahoo! Inc.; (ii) “Yahoo! Company” means Yahoo! or any Affiliate ofYahoo!; (iii) “Yahoo! Entities” means the Yahoo! Companies and their officers, directors,employees, and any other third-party service providers, and the Distribution Network; (iv) “Yahoo!Company Sites” means all the sites that are owned, operated or hosted by or for the Yahoo!Companies; (v) “Distribution Network” means the network of Yahoo! Company Sites, other Yahoo!Company properties, and Third-Party Products through which we distribute Advertiser Materials; (vi)“Third-Party Products” means third-party sites, properties, content, applications (including mobileand/or wireless), and/or e-mails that make Advertiser Materials available; (vii) “you” and “your”means the entity entering into this Agreement with Yahoo!; (viii) “Affiliate” means, with respectto an entity, any other entity that directly or indirectly controls, is controlled by, or is undercommon control with such entity; (ix) “Authorised Users” means any person or entity acting orapparently acting on your behalf in connection with this Agreement; (x) “Advertiser Materials”means your advertisements displayed by us on your behalf on the Distribution Network pursuant tothis Agreement, to which the relevant Programme Terms apply, all suggestions you use orinformation, data or any other material that is provided or used by you or on your behalf inconnection with the Agreement and/or on your site and any other advertising material which youprovide to us in connection with this Agreement (including all contents, trademarks and brandfeatures contained in any advertiser materials); (xi) “Intellectual Property Rights” means anycopyright, design right, database right, patent, trademark, or other intellectual property orproprietary right (whether registered or unregistered), or any rights and forms of protection of asimilar nature or having equivalent effect anywhere in the world.**19. YAHOO! UK LIMITED**You acknowledge that Yahoo! UK Limited enters and fulfils the Agreement as principal, and in theevent of any claim or suit brought by you in respect of the Agreement you shall only have recourseto Yahoo! UK Limited and to no other Yahoo! Company.**SPONSORED SEARCH PROGRAMME TERMS**
 

 
**1. USE**These Sponsored Search Programme Terms (the “Programme Terms”) apply to paid placement listings foradvertising. We provide you with access to the Sponsored Search Programme subject to yourcompliance with the Agreement. In the event of any inconsistencies between these Programme Terms,the provisions of any relevant Insertion Order and our Master Terms and Conditions, the relevantprovisions of Section 16 of the Master Terms and Conditions shall apply.Terms defined in the Master Terms and Conditions shall have the same meanings in these ProgrammeTerms. In addition, “Selected Advertiser Materials Groups” means the keywords you select, as wellas certain misspellings, singular/plural combinations, and other related keywords that we may mapto your Advertiser Materials based on the keywords, your Advertiser Materials themselves, and/orthe websites to which the Advertiser Materials link. For example, and without limiting theforegoing, if you select the keyword “book,” your Advertiser Materials may also appear in responseto the keywords “books” or “buy books.” At the discretion of any Yahoo! Entity, AdvertiserMaterials may include a title, description, text, and/or graphics.**2. SUBMISSION OF ADVERTISER MATERIALS, BUDGETING AND ADVERTISER MATERIALS DISPLAY PROCESS****SUBMISSION OF ADVERTISER MATERIALS.**Unless you choose otherwise at the time you submit AdvertiserMaterials, Advertiser Materials may be included by us in each of our products and services fromtime to time. If you wish to include Advertiser Materials in particular products or services,cancel Advertiser Materials or make changes to your bids or budgeting, you must do so using yourAccount Management Method, or other means notified by us to you on request. You may terminate yourparticipation in this Programme and cancel your Advertiser Materials in any part of theDistribution Network at any time by providing notice to us in accordance with Section 14 (Notices)of the Master Terms and Conditions.You can submit Advertiser Materials, or make changes to existing Advertiser Materials via thoseYahoo! Company Site(s) which allow you to do so , currently located athttps://login.marketingsolutions.yahoo.com/adui/signin/loadSignin.do?m=1&l=en_GB, and anyassociated pages.You may request that we assist you with the submission of Advertiser Materials, upon payment of anup-front fee to us for such assistance, as specified by your Campaign Management Method, inaccordance with the payment provisions under the Agreement.**BUDGETING.**In order to access and use the Sponsored Search Programme for Advertiser Materials youwill be required to pay an up-front initial deposit to us, as specified by your Campaign ManagementMethod, in accordance with the payment provisions set out under the Master Terms and Conditions.You may, using your Campaign Management Method:a. be required by us from time to time to specify an amount (in whole pounds sterling) to be put onaccount for your use of the Sponsored Search Programme prior to your using the Sponsored SearchProgramme, which will be paid up-front to us; andb. specify that you do not wish us to top-up your account, in which case your Advertiser Materialswill be suspended from the Distribution Network when we determine that your account hasinsufficient funds, until such time that you do top-up your account; or
 

 
c. agree that your account will immediately be topped-up by a specific amount (as specified by you,in whole pounds sterling) if your account contains only three days’ (or less) worth of funds basedon your average account spend.Amounts to be put on account or to top-up your account are as specified by you by means of yourCampaign Management Method, and are subject to any minimum amount that we may require. Unless youspecify a different top-up amount, or specify that you do not wish to top-up your account, then thetop-up amount will be the same as the initial amount you placed on account. Your account may besubject to minimum monthly spend amounts as notified to you by us on the Yahoo! Company Sites fromtime to time. If you elect to set a budget to apply in relation to relevant words or phrases then atarget monthly budget will be calculated by us in our absolute discretion based on the amount youhave specified. If at any time we determine that any such target monthly budget may be exceeded, wemay suspend the relevant Advertiser Materials from the Distribution Network for such time as itdeems necessary or desirable for the target monthly budget not to be exceeded.If you choose to set a budget or change that budget then the start date of the target monthlybudget period will be reset as soon as commercially practicable thereafter.You may require (in writing) Yahoo! to return to you: (i) any monies on your account less any feesthen payable by you; and (ii) any amount by which your target monthly budget (if any) has beenexceeded by more than 10% except to the extent that we suspend or terminate your use of the Yahoo!Company Sites, any Programme or the Agreement or any part of it for any act or omission by or onbehalf of you. This is your sole and exclusive remedy if your target monthly budget is exceeded. Wemay close accounts which have been inactive for more than 24 months. If following such termination,a credit balance remains on your account, we will use our reasonable endeavours to refund suchbalance, less any non-refundable amounts and a reasonable account closing fee. If we are unable todo so using the contact information we hold, we shall dispose of any balance pursuant to theAgreement and our policies and procedures.The Yahoo! Company Sites or Distribution Network may not be available or your access to it or yourAdvertiser Materials suspended if we have not received the above fees and amounts.During the period of any such suspension, relevant Advertiser Materials are de-listed and thebidding process starts again as if the relevant bid for the de-listed Advertiser Materials has notbeen placed.You agree that the charges that you shall pay for the Sponsored Search Programme will include, inaddition to any applicable service fees, charges for all clicks on your Advertiser Materials,subject only to any maximum bid price and budgeting arrangements as set out above. The charges arein addition to the fees for any other Programmes. Your Advertiser Materials are subject to thethen-current minimum bid requirements for particular words or phrases as specified on the Yahoo!Company Sites from time to time. Unless otherwise agreed in writing by us, the charges will bededucted from the amount you initially placed on account or the amounts by which your account istopped-up as envisaged under these Programme Terms.
 

 
You can submit a maximum bid amount that you will pay to us for each click on the relevantAdvertiser Materials displayed in relation to the word or phrase for the relevant AdvertiserMaterials.If the bids of other advertisers for the same words or phrases relating to their AdvertiserMaterials increase then you agree that we may, at our sole option and taking into accountadditional factors such as the relevancy of your Advertiser Materials, automatically increase yourbid to a value of £0.01 higher than the then highest bid, without exceeding any maximum bid youhave specified in accordance with these Programme Terms.**ADVERTISER MATERIALS DISPLAY PROCESS.**We will compare your bid amount for the relevant word orphrase relating to the Advertiser Materials against all other advertisers bidding on that word orphrase for their own Advertiser Materials. We will determine in our absolute discretion theposition in which your Advertiser Materials will appear on the basis of certain criteria which mayinclude, but are not limited to, the relevancy of your Advertiser Materials and your bid amount.You acknowledge and agree that (i) all advertisers may bid on any key word or phrase (includingtrade marks) in accordance with our policies; and (ii) your Advertiser Materials may not bedisplayed if, for a given word or phrase, there are less available display positions thanadvertisers bidding. Advertiser Materials may appear shortened (truncated) on some implementationsthroughout the Distribution Network.**3. ANALYTICS.**As part of the Sponsored Search Programme, at your option, we may provide you withproprietary software code and related tools (collectively, “Yahoo! Code”) for insertion on each ofyour websites to enable the analytical tools available for your account (“Analytics”). If youinstall the Yahoo! Code, code may be delivered into the Internet browser of visitors to yoursite(s) during their interaction with your site(s). Subject to the terms of the Agreement, we grantyou a non-exclusive, revocable, non-transferable, non-sublicensable, limited-use license forinternal use with your Programme account during the term of these Programme Terms to use, execute,and display the YahooCode on your website solely for the purposes set forth in this Section 3. Youagree that during the Analytics set-up process, we may append certain parameters to the URLassociated with your Advertiser Materials to enable Analytics. You agree that you will not edit ordelete such parameters, which would prevent the proper functioning of the Analytics and wouldrender impaired or inaccurate results.**4. YAHOO! CODE.**At all times while the Analytics or Yahoo! Code is on your website(s), you agreeto: (i) obtain all rights and permissions necessary for the Yahoo! Companies to use the Analyticsdata as contemplated under the Agreement and our Privacy Policy located at:http://info.yahoo.com/privacy/uk/yahoo/, including using cookies, web beacons and/or othermonitoring technologies to compile anonymous statistics about visitors to your website and tomonitor certain pages of your website for the purposes of reporting web traffic, statistics,advertisement ‘click-throughs’ and/or other activities, and also including information on howvisitors to your website may disable such monitoring technologies; and (ii) maintain and adhere toa privacy policy on your website which shall, as a minimum: (a) be available as a clear andconspicuous link from the main page of your website and any other website page where visitors mayprovide personally identifiable information; and (b) comply with all applicable data protectionLaws, including informing end users of such Analytics and ensuring a justification is met forprocessing any personal information in
 

 
connection with the Analytics and obtaining all rights, consents and permissions necessary ordesirable for us to use data as envisaged under that privacy policy, the Master Terms andConditions and these Programme Terms.**5. EFFECTS OF TERMINATION.**Sections 2 (Submission of Ads, Budgeting and Advertiser MaterialsDisplay Process), 3 (Analytics) (last sentence only) (Analytics), and this Section 5 herein shallsurvive any termination of these Programme Terms.**6. ADDITIONAL TERMS.**You must ensure that Advertiser Materials (including as displayed) areacceptable to you or your advertiser (if applicable) (including that the URL or hyperlink submittedby you works and has not been broken at any time) and comply with the other provisions of theMaster Terms and Conditions (even where we have assisted you with the submission of thoseAdvertiser Materials).**7. OPTIMISATION.**For non-invoiced advertisers only, Yahoo! may help you optimise your account(s) bycreating new ads in your account(s) and/or adding and removing keywords to your account(s).Yahoo! identifies those accounts which it considers would benefit from optimisation and areappropriate for optimisation, and therefore you may find that some but not others of your accountsare optimised in this way. We will notify you via email of such changes made to your account(s),and will include a spreadsheet of such changes upon your written request. If you would like any ofsuch changes reversed, please reply to such email within 14 days of receipt and we will reverse thechange(s) you specifically identify as soon as practically possible. Yahoo!’s optimisatonpermissions shall not extend to varying (i) budgets you have set, or (ii) maximum bid prices youhave set.Notwithstanding the foregoing, you remain responsible for all changes made to your account(s),including all click charges incurred prior to any reversions being made. It is your responsibilityto monitor your account(s) regularly and to ensure that your account settings are consistent withyour business objectives.**DISPLAY ADVERTISING PROGRAMME TERMS****1. USE**These Display Advertising Programme Terms (the “Display Advertising Programme Terms”) apply to thedisplay and distribution of your Advertiser Materials throughout our Distribution Network subjectto your compliance with the Agreement.In the event of any inconsistencies between these Display Advertising Programme Terms, anyInsertion Order and the Master Terms and Conditions, the relevant provisions of Section 16 of theMaster Terms and Conditions shall apply.Terms defined in the Master Terms and Conditions shall have the same meanings in these DisplayAdvertising Programme Terms. In addition, “Click-Through” means the initiation of a user presenceat any site that originates from any of the Advertiser Materials posted by us pursuant to yourInsertion Order as recorded by our advertiser reporting system and ‘Ad Specifications’ means the
 

 
technical and creative guidelines posted at http://uk.solutions.yahoo.com/index.html and athttp://uk.adinfo.yahoo.com/euroadspecs/adspecs/index.html.**2. DISPLAY OF ADVERTISER MATERIALS**Except as otherwise expressly agreed between the parties, positioning of Advertiser Materialswithin the Distribution Network is at our absolute discretion and we may display AdvertiserMaterials for any product or business which competes with your product or business in any part ofthe Distribution Network.**3. USAGE STATISTICS**Your Advertiser Material usage statistics are available at http://advertiser.yahoo.com/. Usernameand password access will be provided to you 48 hours after campaign launch. You should also referto the provisions of Section 7 of the Master Terms and Conditions in respect of such usagestatistics and the levels of impressions and/or Click-Throughs.**4. PROVISION OF ADVERTISING MATERIALS.**4.1 You must provide all Advertiser Materials (including GIF or JPEG files) in accordance with theAgreement and within the following delivery deadlines (to be sent touk-adops@europe.yahoo-inc.com):(i) at least 3 working days in advance of start date for new campaigns;(ii) at least 2 working days in advance of change date for creative changes; and(iii) at least 5 working days in advance of start/change for rich media requirements.All creative must comply with our Ad Specifications.We will not be required to publish any Advertiser Materials that have not been providedaccordingly, and we reserve the right to charge you, at the rate specified in the Insertion Order,for inventory which does not comply, pending our receipt of compliant Advertiser Materials. We maycharge you £1,000 for each late delivery of compliant Advertiser Material for any Front Pagecampaign and £250 for any other campaign within the Distribution Network.4.2 We reserve the right to run or not run any creative (or part thereof) in our absolutediscretion.**5. ADDITIONAL PAYMENT TERMS**5.1 You shall pay for all impressions, clicks and/or Click-Throughs in respect of your AdvertiserMaterials that we deliver in accordance with the Agreement.
 

 
5.2 Where you agree to spend an aggregate amount of money over a period of time, you must spend atleast 20%, and at most 33%, of such amount in each quarter of that period, subject to availabilityof the requested positions.**6. DIRECT RESPONSE BOOKINGS**Where your Insertion Order relates to Direct Response product:6.1 sections 5.2 and 9.1 of these Display Advertising Programme Terms shall not apply; and6.2 the following provisions shall apply:(i) we will use our reasonable endeavours to meet the times, dates and/or positions agreed with youin writing. However: (a) we do not guarantee the times, dates, positions and/or delivery of theAdvertiser Materials and they are subject to change by us; and (b) we do not warrant that theAdvertiser Materials will not be displayed after the end date specified;(ii) charges shall be based on actual delivery of impressions, as measured by Yahoo!;(iii) for dynamically priced campaigns, the effective CPM will be determined based on your targetgoals (e.g. CPC, CPA or CPL). You give Yahoo! the right to adjust the location of and price for theAdvertising Materials (if any) as long as the overall effective CPM for the campaign does notexceed the Maximum CPM set out in the Insertion Order. Where you use a third party ad serverpre-approved by us, which cannot account for dynamic pricing, we will report total cost to you inorder for you to accurately determine your effective CPM.**7.COST PER CLICK**The following additional terms apply to all cost per click deals:7.1 you must provide us with fresh creative frequently (and in any event not less than every 2weeks) during the term of the Insertion Order so as to increase the likelihood of a higher numberof Click-Throughs; and7.2 all Advertiser Materials must invite the user to click on the advertisement. We reserve theright to reject any Advertiser Materials which do not in our opinion invite the user to click.**8. SPECIAL ADVERTISER MATERIAL POSITIONS**8.1 Where a line ID in the Insertion Order refers to a ‘Microsite’, we will provide and host amicrosite, incorporating the Advertiser Materials, within the Yahoo! Company Site to which thatline ID relates.8.2 Where a line ID in the Insertion Order refers to ‘Development Fees’, the sum indicated shall bepayable to us for creative development fees for building Advertiser Materials or creating othercontent for you.8.3 Where a line ID in the Insertion Order refers to ‘Sponsorship Type A’, we will provide brandedmasthead with LREC (on pages where this position exists) within the Yahoo! Company Site/pages towhich that line relates.8.4 Where a line ID in the Insertion Order refers to ‘Sponsorship Type B’, we will provide aproduct homepage takeover (ie. all
 

 
advertising positions which exist on that product homepage), within the Yahoo! Company Sitehomepage to which that line relates.8.5 Where a line ID in the Insertion Order refers to ‘Sponsorship Type C’, the words “sponsored by”shall appear in relation to the Yahoo! Company Site/pages to which that line relates.8.6 Where a line ID in the Insertion Order refers to ‘Sponsorship Type D’, the background of theYahoo! Company Site/pages to which that line relates shall be altered to a colour agreed betweenyou and us.8.7 Where a line ID in the Insertion Order refers to ‘IMV’, we will provide an IMV incorporatingthe Advertiser Materials.**9. LIMITATION OF LIABILITY**9.1 If we fail on any guaranteed inventory order to publish any Advertiser Material or deliver thenumber of impressions or Click-Throughs provided in the Insertion Order, our liability will belimited (at our option) to either: (a) as soon as reasonably practicable, publishing the AdvertiserMaterial (or any replacement Advertiser Material provided by you and accepted by us) in positionsagreed in writing between the parties for such time as is necessary to generate a number ofsubstitute impressions or Click-Throughs to make up the shortfall; or (b) refunding to you therelevant proportion of the amounts paid in advance by you in respect of the relevant AdvertiserMaterials which were not published / delivered, provided that such Advertiser Materials wereprovided by you in accordance with the Agreement. If the amounts were not paid in advance by you,you agree that such amounts will not be due or payable by Yahoo!.9.2 Where you use a third party server to serve Advertiser Materials to us: (a) we will have noliability and you will hold only the third party server (and not us) liable for the failure topublish any Advertiser Material or deliver the number of impressions or Click-Throughs provided inthe Insertion Order or any other loss of any kind suffered by you where those failures or lossesare due to or arise out of or in connection with any act or omission of the third party server; (b)the statistics provided by us are the official and definitive measurements; and (c) we mayterminate at any time in our absolute discretion the right of the third party server to serve yourAdvertiser Materials to the Distribution Network. In the event of such termination, we may servethe Advertiser Materials instead.**10. RENEWAL; TERMINATION; EFFECTS OF TERMINATION**10.1 Except as expressly set out in the Insertion Order, any renewal of the Insertion Order andacceptance of any additional Advertiser Materials will be at our sole discretion. The ratesapplicable to such renewal period (if any) are subject to change by us from time to time in ourabsolute discretion.10.2 You may not cancel an Insertion Order under these Display Advertising Programme Terms unlessotherwise agreed with us in writing.10.3 If you terminate the Display Advertising Programme Terms, all terms and conditions of theseDisplay Advertising Programme Terms shall survive until such time as all Insertion Orders underthis Programme have ended. This Section 10 (Renewal; Termination; Effects of Termination), Section3 (Usage Statistics) and Section 9 (Limitation of Liability) of these Display Advertising ProgrammeTerms shall survive termination of these Display Advertising Programme Terms.These Display Advertising Programme Terms are subject to the Master Terms and Conditions.Last updated: 1 April 2009