EXHIBIT 10.1


 





 


AGREEMENT


 


The Yahoo! Store service (“Yahoo! Store” or the “Service”), owned and
operated by Yahoo! Inc. (Yahoo!), is provided to you (“you” or “Merchant”)
under the terms and conditions of this Yahoo! Store Merchant Service Agreement
and any amendments thereto and any operating rules or policies
(collectively, the “YMSA” or “Agreement”). Yahoo! reserves the right, in its
sole discretion, to change, modify, add or remove all or part of the YMSA at
any time. Merchant will receive notice of such changes and/or modifications
pursuant to Section 14 regarding notices.


 


1.1 By accepting the terms and conditions of the YMSA, Merchant (a) represents
and warrants that he or she is 18 years old or older; (b) agrees to
provide true, accurate, current and complete information about Merchant as
prompted by the Account Registration Form; and (c) agrees to maintain and
update this information to keep it true, accurate, current and complete. If any
information provided by Merchant is untrue, inaccurate, not current or
incomplete, Yahoo! has the right to terminate Merchant’s account and refuse any
and all current or future use of the Service.


 


1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE “I
ACCEPT” BUTTON, YOU AGREE TO BE BOUND BY THE YMSA. Nothing in this agreement
obligates Yahoo! or the Service to list, link to, accept or otherwise host any
online store anywhere on the Yahoo! site. If these terms and conditions or any
future changes are unacceptable to you, you may cancel your account pursuant to
Section 6.2 regarding non-renewal of service.


 


2.0 DESCRIPTION OF YAHOO! STORE SERVICE. Yahoo! hosts interactive
online stores (“Store”) on the World Wide Web and may provide Merchants with,
among other things, (i) access to its Yahoo! Store Software (“Software”)
to facilitate the creation and maintenance of Stores for the sale of goods and
services; and (ii) the listing of such Stores in the Yahoo! Store Listings
located at stores.yahoo.com (“Online Store Services”).


 


3.0 MERCHANT’S OBLIGATIONS


 


3.1 Merchant acknowledges and agrees that it shall be responsible for
all goods and services offered at Merchant’s Store, all materials used or
displayed at the Store, and all acts or omissions that occur at the Store or in
connection with Merchant’s account or password. Certain Stores may be subject
to additional requirements.


 


3.1.1 Merchant agrees to display in the Store Merchant’s contact
information, including but not limited to Merchant’s company name, address,
telephone number, fax number and e-mail address. Merchant also agrees to update
such information to keep it true, accurate, current and complete.


 


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3.1.2 Merchant agrees that any and all press releases and other public
announcements related to this Agreement and subsequent transactions between
Yahoo and Merchant, including the method and timing of such announcements, must
be approved in advance by Yahoo in writing. Yahoo reserves the right to
withhold approval of any public announcement in its sole discretion. Without
limitation, any breach of Merchant’s obligation regarding public announcements
shall be a material breach of the YMSA.


 


3.1.3 Merchant represents and warrants that it has full power and
authority under all relevant laws and regulations:


 


* to offer and sell the goods and services offered at the 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;


 


* to copy and display the materials used or displayed at the Store;
and,


 


* to provide for credit card payment and delivery of goods or services
as specified at the Store.


 


3.1.4 Merchant represents and warrants that it will not engage in any
activities:


 


* that constitute or encourage a violation of any applicable law or
regulation, including but not limited to the sale of illegal goods or the
violation of export control or obscenity laws;


 


* that defame, impersonate or invade the privacy of any third party or
entity;


 


* that infringe the rights of any third party, including but not
limited to the intellectual property, business, contractual, or fiduciary
rights of others; and,


 


* that are in any way connected with the transmission of “junk mail” “spam”
or the unsolicited mass distribution of e-mail, or with any unethical marketing
practices.


 


3.2 Yahoo! reserves the right to refuse to host or continue to host any
Store which it believes, in its sole discretion: (1) offers for sale goods
or services, or uses or displays materials, that are illegal, obscene, vulgar,
offensive, dangerous, or are otherwise inappropriate; (2) has
substantially changed its Store from the time it was accepted; (3) has
received a significant number of complaints for failing to be reasonably
accessible to customers or timely fulfill customer orders; (4) has become
the subject of a government complaint or investigation; or (5) has
violated or threatens to violate the letter or spirit of the YMSA.


 


4.0 PROPRIETARY RIGHTS


 


4.1 Software License. Yahoo! hereby grants Merchant a
non-exclusive, non-transferable license to use the Software in object code form
only on a server controlled by Yahoo! for the sole purpose of creating and
maintaining Stores on such server. Merchant is not being granted any right to
copy the Software or to use it on computers other than a server controlled by
Yahoo!. Merchant 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 Merchant, on any server other than the servers controlled by
Yahoo! without Yahoo!’s express written agreement. Merchant also acknowledges
and agrees that the Software is intended for access and use by means of web


 


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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 Merchant. If any revision or modification to
the Software materially changes Merchant’s ability to conduct business,
Merchant’s sole remedy is to terminate the YMSA pursuant to Section 6.2
regarding non-renewal of service.


 


4.2 Yahoo! Intellectual Property. Merchant acknowledges and
agrees that content available from Yahoo! or the Service, including but not
limited to text, software, music, sound, logos, trademarks, service marks, photographs,
graphics, or video, is protected by copyright, trademark, patent, or other
proprietary rights and laws, and may not be used in any manner other than as
specified in Section 4.1 above.


 


4.3 Merchant’s Property. Merchant agrees that by using the
Service, Merchant grants Yahoo!, and its successors and assigns, a
non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under
Merchant’s copyrights and other intellectual property rights, if any, in all
material and content displayed in Merchant’s Store 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. Merchant also grants
Yahoo! the right to maintain such content on Yahoo!’s servers during the term
of the YMSA and to authorize the downloading and printing of such material, or
any portion thereof, by endusers for their personal use.


 


4.4 Unauthorized Access. Merchant shall not attempt to gain
unauthorized access to any servers controlled by Yahoo!.


 


5.0 FEES


 


5.1 Hosting Fee. Merchant shall pay to Yahoo! a monthly hosting
fee in the amount of $49.95, with the first payment due on the Start Date (as
defined in Section 6.1) and subsequent payments due on a monthly basis
from the Start Date (e.g., if the Start Date were September 10, then
payments of the hosting fee would be due on the 10th day of every month
thereafter). Yahoo! may, but has no obligation to, make available, one or more
special discount offerings on the hosting fee. Any such special offerings will
revert to the non-discounted and then-current price at the end of the term and
will continue unless separately cancelled.


 


If Merchant was offered and signed up for a free 30-day trial on
hosting fees, no hosting fees will be charged during the first 30 days. Once
Merchant’s Store is open for business, Merchant is responsible for all
transaction, insertion, revenue share, and other fees incurred during and after
the 30-day trial. If Merchant cancels before the Store is open for business and
during the 30-day trial, Merchant will not be charged any fees.


 


If Merchant was offered and signed up for a special offer to buy one
month of hosting, get one month of hosting free, following the expiration of
the 30-day trial, if applicable, Merchant’s credit card will be charged for one
month of hosting, and not charged for the second month of


 


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hosting. Thereafter, Merchant’s hosting plan will auto-renew every
month at the then-current rate.


 


If Merchant was offered and signed up for a special offer to buy 6
months of hosting, get one month of hosting free, following the expiration of
the 30-day trial, if applicable, Merchant’s credit card will be charged for 6
months of hosting, and not charged for one month of hosting after such 6 month
period. Thereafter, Merchant’s hosting plan will auto-renew every month at the
then-current rate.


 


If Merchant was offered and signed up for a special offer to buy 12
months of hosting, get 2 months of hosting free, following the expiration of
the 30-day trial, if applicable, Merchant’s credit card will be charged for 12
months of hosting, and not charged for 2 consecutive months of hosting after
such 12 month period. Thereafter, Merchant’s hosting plan will auto-renew every
month at the then-current rate.


 


Multiple offers cannot be used simultaneously. Merchant is responsible
for all other applicable fees incurred during any special offer period.
Merchant must provide all required information (including billing information)
before the specified deadline to be eligible for any special offer. Existing
subscribers are not eligible for special offers, unless specifically stated
otherwise in writing. All discounts are non-transferable, and terminate upon
the termination or cancellation of the Service. Yahoo! will not alert Merchant
when the discount terminates or expires.


 


5.2 Insertion Fee. Merchant shall pay to Yahoo! a monthly
insertion fee in the amount of $0.10 for every product available from Merchant’s
Store, based on the daily average number of products available from Merchant’s
Store during the applicable calendar month and prorated by the number of days
in the applicable calendar month that Merchant restricts its Store from
accepting orders, with payments due on the 6th day of the month after the
applicable calendar month (e.g., if the daily average number of products for
the month of September were 100, and Merchant were to close its Store for
4 days over the Labor Day holiday, then Merchant would pay a listing fee in the
amount of $8.66 on October 6).


 


5.3 Transaction Fee. Merchant shall pay to Yahoo! a monthly
transaction fee equal to 0.5% of Total Revenue, with payments due on the 6th
day of the month after the calendar month to which the transaction fee applies.
“Total Revenue” means the total dollar amount, excluding shipping and handling
charges and any applicable taxes, of all transactions conducted through
Merchant’s Store.


 


5.4 Revenue Share Fee. Merchant shall pay to Yahoo! a monthly
revenue share fee equal to 3.5% of Network Revenue, with payments due on the
6th day of the month after the calendar month to which the revenue share fee
applies. “Network Revenue” means that portion of Total Revenue generated from
transactions conducted through Merchant’s Store that originate from Yahoo!’s
network of properties (e.g., a hypertext link within Yahoo!’s main directory
that permits users to navigate directly to Merchant’s Store). Yahoo! shall
identify these transactions by, among other things, placing a 30-day cookie
within the user’s Internet browser at the time that the user navigates to
Merchant’s Store directly from a page within the yahoo.com domain. For
clarity,


 


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Yahoo! is not obligated under the YMSA to place links within Yahoo!’s
network of properties that drive traffic to Merchant’s Store.


 


5.5 Reconciliation and Auditing for Transaction Fees and Revenue
Share Fees. With respect to the fees set forth in Sections 5.3 and 5.4,
Merchant shall be entitled to identify, and exclude from Total Revenue and
Network Revenue, those transactions conducted through Merchant’s Store that are
cancelled or for which no products are shipped to the purchaser (“Excluded
Transactions”), except that Merchant 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 Merchant records relating to Excluded
Transactions and otherwise to investigate Excluded Transactions, which might
include contacting the purchaser to confirm that the transaction at issue is an
Excluded Transaction.


 


5.6 Mechanics. All fees are cumulative and payable in U.S.
dollars. Yahoo shall calculate all fees and, in its discretion and on the
applicable due date set forth herein, either (a) charge payments to the
credit card number given to Yahoo! at the time of registration or to any other
credit card number that Merchant so designates, or (b) invoice payments to
be paid by Merchant within ten (10) days after the invoice date. Late payments
shall bear interest at the rate of one percent (1%) per month (or the highest
rate permitted by law, if less). In the event of any failure by Merchant to
make payment, Merchant shall be responsible for all reasonable expenses
(including attorneys’ fees) incurred by Yahoo! in collecting such amounts.
Yahoo! may, upon 30 days prior notice to Merchant, alter its fees under the
YMSA. Merchant will be charged for any extra fee features Merchant subscribes
to or uses during that period’s billing cycle. All such fees and charges are
payable in accordance with payment terms in effect at the time the fee or
charge becomes payable.



5.7 No Refunds or Credits. Upon cancellation or termination of the
Service, Merchant will not receive a refund for any charges or fees associated
with the Service.


 


6.0 TERMS


 


6.1 Term. The term of the YMSA shall be 30 days commencing on
the date that Merchant opens an account for Merchant’s Store (the “Start Date”).
If Merchant is participating in the 30-day trial, and opens an account for
Merchant’s store prior to the expiration of the 30-day trial, the Start Date
will commence on the day after the 30-day trial expires. The term shall
automatically renew for successive monthly periods at renewal rates applicable
at the time, unless notice of non-renewal is provided in accordance with Section 6.2,
below; provided, however, that to qualify for each renewal Merchant must at the
time of renewal be in substantial compliance with the material terms and
conditions of the YMSA. Yahoo! shall have the right, but not the obligation, to
review any Store for compliance with the YMSA as part of the renewal process,
or at any time.


 


6.2 Non-Renewal. Either party, in its sole and absolute
discretion, may give notice of nonrenewal with or without cause and without
stating any reason therefor. Any notice of nonrenewal must be given at least
five (5) days prior to the end of the current monthly period in order for
the YMSA


 


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to expire on the last day of that monthly period; otherwise, the YMSA
will expire on the last day of the following monthly period (e.g., if the Start
Date were September 10, and Merchant were to provide Yahoo! with notice of
nonrenewal on October 7, then the YMSA would expire on November 10).
All notices under this Section 6.2 must be given in the manner described
in Section 14 regarding notice.


 


7.0 TERMINATION


 


7.1 Termination. Either party may terminate the YMSA on thirty
(30) days notice if the other party has materially breached or is otherwise not
in compliance with any provision of the YMSA, and such breach or noncompliance
is not cured within such thirty (30) day period. Yahoo! reserves the right to
immediately suspend any customer access to the Store until such breach or noncompliance
is cured.


 


7.2 Termination for Illegal or Other Activity. Notwithstanding
the foregoing, Yahoo! may, but has no duty to, immediately terminate Merchant
and remove it from Yahoo! servers if Yahoo! in its sole discretion concludes
that Merchant is engaged in illegal activities or the sale of illegal or
harmful goods or services, or is engaged in activities or sales that may damage
the rights of Yahoo! or others. Any termination under this Section 7.2
shall take effect immediately and Merchant expressly agrees that it shall not
have any opportunity to cure.


 


7.3 Waiver. Merchant expressly waives any statutory or other
legal protection in conflict with the provisions of this Section 7.


 


7.4 Deletion of Information. Upon termination, Yahoo! reserves
the right to delete from its servers any and all information contained in
Merchant’s account, including but not limited to order processing information,
mailing lists, and any Web pages generated by the Software.


 


7.5 Survival. The provisions of Section 4 (Proprietary
Rights), Section 8.1 (Merchant Information), Section 10 (Indemnity),
and Section 11 (Disclaimer of Warranties and Liabilities) of this
Agreement shall survive any termination of the Agreement.


 


8.0 MERCHANT PRIVACY


 


8.1 Merchant Information. Yahoo! maintains information about
Merchant and the Store on Yahoo! servers, including but not limited to Merchant’s
account registration information, Merchant’s customer order information, sales
information, and clickstream data (“Merchant Information”). Merchant grants 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 the Merchant) for research, marketing and other
promotional purposes.


 


8.1.1 Merchant agrees 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
the YMSA; (d) to respond to claims that the Merchant or Store is engaged
in activities that violate the rights of third parties; or (e) to protect
the rights or interests of Yahoo!, Yahoo! Store or others; provided, however,
that nothing in this section shall impose a duty on Yahoo! to make any
such disclosures.


 


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8.1.2 Merchant agrees that Yahoo! may delete customer credit card
information from Yahoo! servers 14 days after Merchant retrieves such
information, and may delete all other Merchant Information from Yahoo! servers
at the end of each calendar year.


 


8.2 Password. Merchant shall receive a password from Yahoo! to
provide access to and use of the Software and Online Store Services. Merchant
is entirely responsible for any and all activities which occur under Merchant’s
account and password. Merchant agrees to keep its password confidential, to
allow no other person or company to use its account, and to notify Yahoo!
promptly if Merchant has any reason to believe that the security of its account
has been compromised.


 


8.3 Technical Access. Merchant acknowledges and agrees 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.
Merchant also acknowledges and agrees that Yahoo! may access Merchant’s account
and its contents as necessary to identify or resolve technical problems or
respond to complaints about the Service.


 


8.4 Merchant Privacy Policy. Merchant agrees (a) to post a
privacy policy in its Merchant Store that, at a minimum, discloses any and all
uses of personal information collected from users by Merchant; (b) to
include in Merchant’s privacy policy a paragraph provided or approved by Yahoo!
that describes Yahoo!’s collection and use of Merchant’s customer information, (c) to
provide a hypertext link to Merchant’s privacy policy on the home page of
the Merchant Store and on all pages where Merchant collects personal
information from users, including but not limited to all check out pages; and (d) to
use personal information only as expressly permitted by Merchant’s privacy
policy.


 


9.0 MAINTENANCE AND SUPPORT


 


9.1 Merchant can obtain assistance with any technical difficulty that
may arise in connection with Merchant’s utilization of the Software or Online
Store Services by requesting assistance by email to
store-support@yahoo-inc.com. Yahoo! reserves the right to establish limitations
on the extent of such support, and the hours at which it is available.


 


9.2 Merchant is responsible for obtaining and maintaining all
telephone, computer hardware and other equipment needed for its access to and
use of the Software and Online Store Services and Merchant shall be responsible
for all charges related thereto.


 


10.0 INDEMNITY


 


Merchant agrees to indemnify and hold harmless Yahoo!, and its parents,
subsidiaries, affiliates, officers, directors, shareholders, employees and
agents, from any claim or demand, including reasonable attorneys fees, made by
any third party due to or arising out of Merchant’s conduct, Merchant’s use of
the Service, the goods or services offered at Merchant’s Store, any alleged
violation of the YMSA, or any alleged violation of any rights of another,
including but not limited to Merchant’s use of any content, trademarks, service
marks, trade names, copyrighted or patented material, or other intellectual
property used in connection with Merchant’s Store. 


 


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Yahoo! reserves the right, at its own expense, to assume the exclusive
defense and control of any matter otherwise subject to indemnification by
Merchant, but doing so shall not excuse Merchant’s indemnity obligations.


 


11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES


 


THE SERVICE AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”
BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED
UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE ONLINE STORE
SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL
PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM
INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND MERCHANT MUST
DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. MERCHANT
ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK
AND THAT MERCHANT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR
DATA. YAHOO!, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY
CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS
OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN
IF YAHOO! IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM
MERCHANT’S USE OR INABILITY TO USE THE ONLINE STORE SERVICES OR THE SOFTWARE,
OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR
TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE ONLINE STORE SERVICES
OR THE SOFTWARE. YAHOO!’S LIABILITY TO MERCHANT SHALL NOT, FOR ANY REASON,
EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY MERCHANT TO YAHOO! OVER THE
COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT
APPLY TO YOU.


 


12.0 NO RESALE OR ASSIGNMENT OF SERVICE


 


Merchant agrees not to resell or assign or otherwise transfer its
rights or obligations under the YMSA without the express written authorization
of Yahoo!.


 


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13.0 FORCE MAJEURE


 


Neither party shall be liable to the other for any delay or failure in
performance under the YMSA resulting directly or indirectly from acts of nature
or causes beyond its reasonable control.


 


14.0 NOTICES


 


Any notices or communications under the YMSA 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 store-sales@yahoo-inc.com or 701
First Avenue, Sunnyvale, CA 94089, USA. If to Merchant, such notices shall be
addressed to the electronic or mailing address specified when Merchant opens an
account with Yahoo! Store, or such other address as either party may give the other
by notice as provided above.


 


15.0 ENTIRE AGREEMENT


 


The YMSA constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all previous proposals,
both oral and written, negotiations, representations, writings and all other
communications between the parties.


 


16.0 GENERAL


 


The YMSA and the relationship between Merchant and Yahoo! shall be
governed by the laws of the state of California without regard to its conflict
of law provisions. Merchant and Yahoo! agree to submit to the personal and
exclusive jurisdiction of the Superior Court of the State of California for the
County of Santa Clara or the United States District Court for the Northern
District of California. Yahoo!’s failure to exercise or enforce any right or
provision of the YMSA shall not constitute a waiver of such right or provision.
If any provision of the YMSA is found by a court of competent jurisdiction to
be invalid, the parties nevertheless agree that the court should endeavor to
give effect to the parties intentions as reflected in the provision, and agree
that the other provisions of the YMSA remain in full force and effect. Merchant
agrees that regardless of any statute or law to the contrary, any claim or
cause of action arising out of or related to use of the Service or the YMSA
must be filed within one (1) year after such claim or cause of action
arose, or be forever barred. The section titles in the YMSA are for
convenience only and have no legal or contractual effect.


 


17.0 ADDITIONAL CONSIDERATIONS FOR YAHOO! SHOPPING.


 


17.1 Eligibility for Yahoo! Shopping. In order to become
eligible for discretionary placement with Yahoo! Shopping, Merchant agrees to
the following: (a) Merchant will comply with the Yahoo! Shopping Merchant
Guidelines, currently located at
http://shopping.yahoo.com/store/shoppingguidelines.html; and (b) Merchant
grants to Yahoo! a non-exclusive, worldwide, royalty-free license to modify
certain pages within the Merchant’s Store solely for purpose of
implementing features and functionality of Yahoo! Shopping that, in Yahoo!’s
reasonable discretion, either facilitate transactions or promote Yahoo!
Shopping or Yahoo! generally (e.g., integration of Yahoo! Wallet into the
check-out process within Merchant’s Store).


 


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17.2 Discretionary Placement within Yahoo! Shopping. Subject to Section 17.1
above, Yahoo! will consider Merchant for discretionary placement within Yahoo!
Shopping, which might include a Merchant listing in the following areas: (a) http://shopping.yahoo.com;
or (b) contextually relevant search results pages. Yahoo! will be entitled
to revoke any discretionary placement at any time in its sole discretion.


 


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