Exhibit A - Standard Terms for Yahoo! Advertising - These terms form part of the attached Yahoo Advertising Insertion Order ("IO").
(1) Terms of Payment.
Yahoo Web Services India Private Limited ("Yahoo!," "we" or "us") will invoice Advertiser ("Advertiser" or "you") monthly, and you must pay us within thirty (30) days after the invoice date. You will pay (i) a late fee equal to 2% monthly (or the highest amount allowed by law if less than 2%) of all amounts not paid on time and (ii) our reasonable expenses, including attorneys' fees and costs, incurred in collecting past due amounts. We may suspend performance under any agreements with you, if you do not make timely payment or if your credit becomes impaired. These terms of credit are subject to a credit application, which you must file unless we have an up-to-date application on file. If you do not submit a credit application, if we deny credit, or if your credit becomes impaired after the start date (all in our sole discretion), we may require payment in advance.
(2) Positioning/Delivery of Ads.
EXCEPT AS EXPRESSLY PROVIDED IN THIS IO, ALL SERVICES AND RELATED MATERIALS ARE PROVIDED TO YOU "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY. We will use our commercially reasonable efforts to deliver the ad units ("Ad Units") as specified in the IO. Notwithstanding any line item breakout in the IO, we are only obligated to deliver the aggregate number of impressions in the IO as a whole. We have no obligations to deliver "click-throughs" or "acquisitions". Unless this IO requires us to deliver an aggregate number of impressions or to place an Ad Unit on a specific Yahoo property or page, (i) we have no obligation to publish, post or otherwise deliver any impressions in any Yahoo property, (ii) we make no guarantees with respect to the method we use for measuring delivery or with respect to the accuracy of our measurement and (iii) the positioning of Ad Units within the Yahoo properties (including without limitation timing of delivery) is at our sole discretion. You agree that our measurement of delivered impressions, conducted under our methods in place as of the date of measurement, is the sole, official and definitive measurement under this IO.
(3) No Cancellation, Assignment or Resale of Ad Space.
You may not cancel this IO. You may not resell, assign or transfer any of your rights under this IO. We may terminate this IO without liability if you attempt to resell, assign or transfer these rights. Sections 2, 4, 5, 8, 11, any obligations to pay amounts incurred prior to termination, and this last sentence of Section 3 survive termination or expiration of this IO.
(4) Limitation of Liability/Make Goods.
If (i) we fail to deliver, in aggregate, the number of total impressions (if any) in the IO by the end of the term (subject to any reductions permitted under Section 6), or (ii) an Ad Unit fails to appear or function as provided in this IO for any reason, the sole liability we have to you is limited to, at our sole discretion: (x) a pro rata refund of the advertising fee representing undelivered or misdelivered impressions, (y) placement of the Ad Unit at a later time in a comparable position, or (z) extension of the term, with a pro rata refund representing any remaining undelivered or misdelivered impressions at the end of such extended term. IN NO EVENT ARE WE OR ANY AFFILIATE OF OURS RESPONSIBLE FOR CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, RELATED TO THIS IO, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBLITIES OF SUCH DAMAGES. Neither we nor our affiliates has any liability for any failure or delay resulting from causes beyond our reasonable control, including but not limited to governmental action, fire, flood, terrorist act, insurrection, earthquake, power failure, riot, explosion, embargo, strikes, labor or material shortage, transportation interruption, work slowdown or any other condition beyond the control of us or our affiliates affecting production or delivery in any manner.
(5) Advertiser's Representations; Indemnification.
You represent, and we are relying on your representation, that you have the right to publish the contents of the Ad Unit ("Ad Content"), including without limitation all trademarks and brand features, without infringing the rights of any third party and without violating any law, rule, regulation, or order. You, at your expense, will indemnify, defend and hold harmless Yahoo and its affiliates and their employees, representatives and agents (the "Indemnified Parties") against any claim, demand, action investigation or other proceeding, ("Claim") including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys' fees and costs) to the extent the Claim is based on or arises out of (i) the Ad Content or any material, product or service of yours that appears on any web page directly linked to by the Ad Unit (including without limitation any claim of trademark or copyright infringement, or false or deceptive advertising or sales practices) and (ii) any breach by you of Section 8.
(6) Provision of Ad Content.
You grant to us a non-exclusive, worldwide, fully paid license (with full rights to sublicense to third party providers of services agreed to in the IO) to permit the Ad Content to be used, reproduced, modified, encoded, stored, archived, distributed, transmitted, translated, published, publicly displayed and publicly performed solely as necessary to perform the services agreed to in the IO. All Ad Content is subject to our approval and must comply with our advertising policies including, without limitation, the manner of transmission, the lead-time prior to display of the Ad Unit, and Ad Content policies. We may change our policies and specifications from time to time in our sole discretion. All Ad Units will be served by us, and we must approve any exceptions in advance including approving the specific third party ad server ("3rd Party Server") in writing. All use of a 3rd Party Server must comply with our third party serving policies. You must provide all Ad Content to us for review at our option before it is posted to the Yahoo network. We are not required to publish any Ad Content not received in accordance with our policies and specifications. If materials conforming to our policies and specifications are past due, we may (i) reduce the number of impressions to be provided under the IO on a pro rata basis and (ii) charge you at the rate in the IO for such pro rata undelivered impressions.
(7) Provision of Advertising Materials.
You hereby grant to us and any Yahoo! Company, a non-exclusive, worldwide, fully paid license to use, reproduce and display the advertisement (and the contents, trademarks and brand features contained therein) and the right to distribute the advertisements as set out in the Insertion Order/Standard Terms, on the Distribution Network. Additionally, Advertiser grants Yahoo! the right to allow third parties to distribute Advertiser's advertisement over the Distribution Network on the same terms. "Distribution Network" means the network of advertising channels, including all forms of media and devices (including any mobile device), through which we distribute ads, whether on or off the Yahoo! Company Websites and other Yahoo! Company properties. "Yahoo! Company Websites" means all the website pages that are owned, operated, or hosted by or for the Yahoo! Companies, and includes Yahoo! co-branded websites where Yahoo! has a right to sell advertising. A "Yahoo! Company" means Yahoo!, Yahoo!, Inc, Overture Services, Inc. ("Overture"), Overture Search Service (Ireland) Limited, or another Affiliate of Yahoo! or Overture. "Affiliate" means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
(8) Right to Modify Property/Reject Advertisement.
We may, at any time, redesign or modify the structure, specifications, "look and feel," navigation or other elements of any Yahoo property, including those on which an Ad Unit is displayed. We may reject or cancel an Ad Unit, Ad Content, IO, URL link, space reservation or position commitment, at any time, for any reason (including, but not limited to, our belief that the display of Ad Content or URL link may subject us to criminal or civil liability).
(9) Confidential Information.
The terms and existence of this IO, all reports or studies provided to you by us or our agents, and information exchanged under this IO identified at disclosure as "confidential" or "proprietary" is confidential information ("Confidential Information") of the disclosing party. The receiving party may only use the Confidential Information in furtherance of this IO and may not disclose Confidential Information to any third parties. If the receiving party is compelled by law, rule, regulation or order to disclose Confidential Information, the receiving party will give prompt written notice to the disclosing party and assist the disclosing party in seeking protective treatment for the Confidential Information. "Confidential Information" does not include information that (a) is already known by the receiving party at the time of disclosure, (b) becomes, through no act or fault of the receiving party, publicly known, or is generally made available without restriction by the disclosing party, (c) is rightfully received by the receiving party from a third party without a restriction on disclosure or use, or (d) is independently developed by the receiving party without reference to Confidential Information of the disclosing party.
(10) Additional Terms that may apply.
If we provide a customized Skin or Microsite under the IO, the following terms also apply. "Skin" means a Yahoo!™ instant messenger operation environment or Yahoo game or LAUNCH™ player skin or other display based on Yahoo technology (including any derivative works, modifications, enhancements or upgrades) that may be tailored to contain Advertiser content. "Microsite" means a page or pages customized with Advertiser creative content, including advision units. Advertiser content under this section is "Ad Content" for the purposes of this IO. We own all right, title and interest in and to the Yahoo technology including the Skin and Microsite (with the exception of any Ad Content) and nothing in this IO gives you any right of ownership in the Yahoo technology, the Skin or Microsite. You own all right, title and interest in and to the Ad Content. THIS IO DOES NOT COVER AUDIBLE ELEMENTS OR SHARING OF USER DATA WITH YOU.
(11) Space-Available Ad Units.
If we provide inventory on a space-available basis under the IO, the following terms also apply. All advertisements to be displayed on a space-available basis are "Tier 2 Ads." Notwithstanding anything to the contrary contained in the IO, we make no guarantees with respect to impressions for any Tier 2 Ad.
(12) General Terms.
This IO is governed by and construed in accordance with the laws of India and shall be subject to Mumbai jurisdiction. All disputes and differences arising our of or in relation to these terms and conditions set forth herein, shall, unless resolved amicably by mutual discussion by the parties, be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996. Arbitration proceeding shall be held in Mumbai. If an agency is signing this IO on behalf of Advertiser, the agency is listed on the first page of the IO ("Agency"), represents that it has the authority to bind the Advertiser to these terms and agrees to indemnify Yahoo for any breach of this representation. If requested in writing, we will provide invoices to the Agency for payment, but this does not relieve Advertiser of the obligation to pay. This IO (a) is the complete and entire agreement between the parties, (b) supercedes any other agreements, whether written or oral, between the parties on this subject, and (c) may only be amended by a written agreement executed by an authorized representative of each party.