Vendor Master Terms and Conditions

These Vendor Master Terms and Conditions (including all online terms referenced in and/or linked to these online terms “VMTC”, “Vendor Master Terms and Conditions” or “Vendor MTC”) are entered into by and between Yahoo Holdings Inc., and its Affiliates, including Yahoo Ad Tech LLC, Yahoo Inc. and AOL Membership Services LLC (collectively, “Yahoo”), and Vendor as of the Start Date. Except for terms defined in the body hereof, capitalized terms used herein are defined in the Definitions Section of these Vendor Master Terms and Conditions.

SCOPE OF AGREEMENT. The Agreement sets forth the terms and conditions under which Vendor will provide Services. All SOWs, Change Orders, SLAs, PLSSs, and POs will be governed by the Vendor MTC. In the event of an express and direct conflict between the terms of these VMTC and the terms of the agreement for Services between Yahoo and Vendor, the terms of these VMTCs will control. Any Yahoo Company will be entitled to purchase Services under the Agreement by submitting a PO and/or executing an SOW, as applicable. Notwithstanding any independent references to “Yahoo” herein, Affiliates will have the rights of Yahoo under the Agreement to order or purchase Services and to enforce all rights and obligations with respect to any such order or purchase; provided, however, that Yahoo and Affiliates will be independently responsible for their respective purchase and/or use of Services. Vendor is a service provider or processor as those terms are defined under applicable data protection Laws, and Yahoo is a business or controller as those terms are defined under applicable data protection Laws.
SERVICES
1. Ordering. Yahoo will issue a PO for Services. Vendor agrees not to provide any Services unless Yahoo issues a PO for such Services. Yahoo makes no representations or commitments to Vendor as to the frequency of POs or the scope of Services that may be ordered. Any modifications to a PO must be in writing and pre-approved by Yahoo in writing. Upon Yahoo’s request for Services that are not Price Listed, Yahoo will issue a PO or the Parties will sign an SOW, as applicable.
2. Price Listed Services. If Vendor offers any Price Listed Services, Vendor will provide Yahoo written notice of such Price Listed Services, and Vendor and Yahoo may enter into a PLSS. The prices indicated on a PLSS will remain fixed throughout the Term and will not be subject to increase, unless the Parties execute an updated PLSS. For Services ordered pursuant to a PLSS, Vendor will deliver the ordered Services on or before the delivery date set forth in the applicable PO, or if no delivery date is set forth in the PO, then within ten (10) days of the PO date.
3. Production Services. Production Services (if any) shall be subject to the Production Services Terms as set forth in the Definitions Section below. Any and all output from Production Services shall be considered Deliverables.
4. Service Level Agreement. The Parties may adopt an SLA as specified in an SOW, PO or at any time by written agreement. Once an SLA is adopted, the SLA cannot be amended, terminated or revoked except by a written amendment to the Agreement signed by the Parties. Unless otherwise stated in the SLA, Vendor will inform Yahoo, within one (1) business day, of any failure to meet any SLA. Vendor will issue Yahoo service level credits, if any, set forth in the applicable SLA (“SLA Credits”). Yahoo may apply any SLA Credits to any charges otherwise payable to Vendor by Yahoo.
5. Staffing.
  1. Personnel. Vendor agrees: (i) to assign Personnel qualified to perform the Services; (ii) to maintain sufficient staffing levels to ensure Services are performed within the timeframes specified in the Agreement and at the performance levels in the SLAs; and (iii) Personnel will be supervised and controlled by Vendor. In addition, Vendor is solely responsible for: (1) the acts and/or omissions of Personnel; (2) payment of all Personnel compensation, including all legal and contractual benefits; (3) withholding any and all appropriate taxes; and (4) complying with any federal, state or local employment Laws as well as any other employer duties and obligations.
  2. Subcontractors. Vendor will not subcontract the Services, in whole or in part, without Yahoo’s prior written approval. Vendor agrees to: (i) impose on Subcontractors obligations consistent with and at least as protective as with the terms of the Agreement; and (ii) ensure that Subcontractors comply with the Agreement. Vendor’s use of any Subcontractor will not relieve, waive, or diminish any obligation Vendor has under the Agreement. Vendor is solely responsible and shall be fully liable for the acts or omissions of Subcontractors. In addition, Vendor is solely responsible for the payment of any compensation due or allegedly due to Subcontractors, and Subcontractors may not seek payment (either directly or indirectly) from Yahoo. Vendor agrees to keep the Site and all other real and personal property in which Yahoo holds an interest free and clear of any and all liens and claims of such subcontractors, laborers, and suppliers; and if any such lien shall be filed at any time during the term of this Agreement, then Vendor shall, within ten (10) days of the date of receiving written notice of the filing of such lien, discharge, remove or bond off such lien to Yahoo’s satisfaction. Until such discharge or removal, Yahoo shall have the right to withhold from any sums payable under this Agreement any amount, which Yahoo deems appropriate to pay such lien and to pay all related costs and expenses, including attorney fees, and Vendor shall be liable to Yahoo for all such costs and expenses.
  3. Removal. Yahoo may request removal and/or replacement of any Personnel or Subcontractor upon notice to Vendor. Upon such request, Vendor will immediately remove such Personnel or Subcontractor from performing Services under the Agreement and promptly replace such Personnel or Subcontractor with other Personnel or Subcontractor reasonably acceptable to Yahoo. Removal of any Personnel will not relieve, waive, excuse, or diminish any obligations Vendor has under the Agreement.
6. Inspections. Upon notification, Vendor will, within ten (10) business days or any less time required by Law, allow Yahoo, its auditors (including internal audit staff and external auditors), inspectors, regulators and other representatives, to visit Vendor’s facilities and inspect all records of Vendor (as well as Vendor’s affiliates and Subcontractors) that are held or maintained in connection with the Agreement, and Vendor’s facilities that will be or are used in the course of Vendor’s performance of the Agreement for the purpose of performing audits and inspections of Vendor during the term of this Agreement and for the period Vendor is required to maintain Records hereunder. Each Party will bear its respective costs associated with such inspection. Vendor shall provide to such auditors, inspectors, regulators and other representatives such assistance as they require, including installing and operating audit software. To the extent any audit report identifies overcharges or negative variances relating to Vendor's performance under this Agreement, Vendor shall promptly refund the amount of any such overcharge to Yahoo and otherwise promptly take those actions necessary to correct any negative variance.
7. Equipment and Services. Vendor, at its sole cost and expense, will provide all Information Systems, equipment, materials and/or facilities, as well as any support and maintenance of any of the foregoing, as necessary for its performance of the Agreement.
8. Hazardous Materials. If applicable, Vendor will: (a) provide notification to Yahoo if the Services include any material that is or can be hazardous to a person’s health or physical safety, even such hazard or injury that may result due to mishandling; (b) identify each such hazardous or injurious material; and (c) supply warning labels or instructional material appropriate to warn persons coming in contact with any such hazardous material of the hazard and its effect.
9. Yahoo Partner & Supplier Code of Conduct. Vendor will comply with the following Yahoo Partner & Supplier Code of Conduct at all times while performing the Services under this Agreement: https://legal.yahoo.com/us/en/yahoo/terms/vendor/supplier-code-conduct/index.html
DELIVERY AND ACCEPTANCE
1. Delivery. Vendor acknowledges that time is of the essence with respect to the delivery of all Services. Vendor will package and label all Deliverables in accordance with best commercial practices. Unless otherwise agreed by Yahoo in writing, all Deliverables will be delivered F.O.B. to the destination in the PO or SOW. Unless expressly agreed to in writing by Yahoo, Vendor will pay all costs associated with shipping Deliverables, if any, including shipping, customs duties, and clearance. Risk of loss will pass to Yahoo upon Yahoo's receipt, inspection, and acceptance of Deliverables, as set forth herein.
2. Inspection, Testing, and Acceptance. Yahoo has thirty (30) days from the receipt of a Deliverable (“Acceptance Period”) to inspect, test, and accept or reject such Deliverable in writing. Vendor will provide (at no additional cost to Yahoo) such assistance as Yahoo may reasonably require while inspecting and testing any Deliverable. Yahoo may reject any Deliverable that Yahoo determines: (a) does not conform to the PO and/or the SOW and/or any Documentation; or (b) contains defects in materials or workmanship (collectively “Acceptance Criteria”). If Vendor is unable to correct a non-conforming Deliverable, at no additional cost to Yahoo, within ten (10) days of notification of non-conformance, Yahoo will, at its option: (i) be entitled to a refund of all fees, costs and expenses incurred in connection with such non-conforming Deliverable(s); or (ii) be entitled to offset or adjust payments for such non-conforming Deliverable(s) against current or future payments to Vendor. If Yahoo requires an extension to evaluate any Deliverable, Yahoo and Vendor will work in good faith to agree upon a reasonable extension. If Yahoo fails to request an extension and/or does not provide written notice of acceptance or rejection by the end of the Acceptance Period, then the Deliverables subject to that Acceptance Period will be deemed rejected. For purposes of this Section, Yahoo may provide notice via email. Neither Yahoo’s acceptance nor rejection of any Deliverable will relieve, waive, or diminish any obligation Vendor may have under the Agreement.
3. Change Order. Either Party may request, in writing, revisions to a PO or an SOW (“Change Order”). Vendor will not commence and/or furnish any Services pursuant to a Change Order until Yahoo has signed the Change Order and/or Yahoo has issued a revised PO for such Change Order. Yahoo will not be responsible for any fees or costs incurred by Vendor or any permissible Subcontractor under a Change Order not signed by Yahoo.
COMPENSATION AND PAYMENT TERMS
1. Payment
  1. Compensation. Subject to Vendor’s compliance with the Agreement, Yahoo will pay Vendor for accepted Services, based upon: (i) the prices and terms set forth in the applicable: (1) SOW, or (2) PO, and (ii) the terms of this Section. Vendor will promptly invoice Yahoo upon completion of Services or as outlined in an SOW. Amounts not invoiced by Vendor to Yahoo within ninety (90) days after such amounts could be invoiced under this Agreement may not thereafter be invoiced, and Yahoo shall not be required to pay such amounts. Payment for any accepted Services will be made one hundred and five (105) days after Yahoo’s receipt and approval of an undisputed invoice referencing the applicable PO number and itemizing all of Vendor’s fees and charges for such accepted Services.
  2. Purchase Orders. All invoices must be submitted as set forth in the applicable Purchase Order. In certain cases, Vendor may elect, or Yahoo may require, payment through automated payment processing, in which event Vendor will promptly complete and deliver the proper ACH form to Yahoo.
  3. Payment Disputes. If Yahoo initiates an invoice dispute, Yahoo will provide a written description of the disputed portion of the invoice. If Vendor incorrectly applies Yahoo’s payment (in whole or in part) to a PO number other than to the PO number referenced by Yahoo for the applicable Services, Vendor will promptly apply such payment to the correct PO and issue a written confirmation of such correction to Yahoo. Yahoo may withhold payments for any item(s) on Vendor’s invoice that Yahoo reasonably disputes. Yahoo’s non-payment of disputed items will not constitute a default and will not entitle Vendor to suspend or delay furnishing Services or terminate the Agreement, in whole or in part.
  4. Late Delivery. To the extent that Vendor fails to furnish Services by the applicable delivery date or performance schedule, Yahoo will be entitled to a five percent (5%) discount off the total fees for the applicable late delivery/performance. Such discount will be refunded to Yahoo or, at Yahoo’s option, credited against future amounts owed, if any.
2. Costs and Expenses. Vendor will not be entitled to reimbursement for any cost or expense unless the cost or expense: (a) is set forth in the applicable PO or SOW; (b) if for travel or accommodations, was incurred consistent with the Travel Policy; (c) is detailed on the corresponding invoice and accompanied by supporting documentation; (d) is billed at cost; and (e) was previously approved by Yahoo in writing. All cost and expense items that meet the foregoing criteria will be paid in accordance with Section 4., above. Any cost or expense item that does not satisfy the foregoing criteria will not be reimbursed.
3. Taxes. All prices quoted to Yahoo pursuant to this Agreement do not include, and Yahoo shall pay, all applicable federal, state and local sales and use taxes, except any taxes or tax-like charges determined by or related to Vendor’s income, net worth, franchise, property or employees (which shall be borne solely by Vendor) (“Tax(es)”), provided such Taxes are due by law from a purchaser of the goods and/or services hereunder and properly invoiced and separately stated in accordance with applicable law at the time the goods services and/or services are invoiced. If an exemption procedure is available, such as a resale exemption certificate, and Yahoo complies with such procedure, then Vendor will not invoice or collect such Tax during the effective period of the exemption provided Yahoo has supplied Vendor, and Vendor has accepted, a valid, duly executed exemption certificate. Vendor will bear any and all financial responsibility for interest and penalties resulting from its failure to comply with applicable tax law. If any payment to be made in respect of any invoice is subject to the law of any tax jurisdiction to any withholding tax, Yahoo shall make payment to Vendor of the amount owing on the invoice, less a deduction for the withholding tax, and Yahoo shall account to the relevant tax authority for the withheld tax. Payments of the net sum to Vendor and the withholding tax to the relevant tax authority shall constitute, for purposes of this Agreement, full settlement of the amount owing under the invoice.
CONFIDENTIALITY
“Yahoo Confidential Information” means any information disclosed by any Yahoo Company to Vendor, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as “Confidential,” “Proprietary,” or some similar designation. Notwithstanding the foregoing, Yahoo Confidential Information includes the terms of the Agreement and Yahoo Data, and may also include information disclosed to Yahoo or an Affiliate by third parties. “Vendor Confidential Information” means any information disclosed by Vendor, either directly or indirectly, in writing or by inspection of tangible objects that are designated as “Confidential,” “Proprietary,” or some similar designation. “Confidential Information” means Yahoo Confidential Information and/or Vendor Confidential Information in context as applicable to the receiving or disclosing Party. Confidential Information will not, however, include any information which: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files, records, and/or other competent evidence immediately prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession. The receiving Party will not at any time (i) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing Party (except to disclose or make available, in Vendor’s case, to Personnel and Subcontractors, who have a legitimate need to know such Confidential Information and are subject to an appropriate written confidentiality agreement or (where sufficient and legally permissible) are under a statutory obligation of confidentiality, and in Yahoo’s case, the Yahoo Entities), or (ii) use, reproduce, or copy any Confidential Information of the disclosing Party, except as necessary in connection with or as set forth in the Agreement. All Confidential Information will remain the disclosing Party’s property and all documents, electronic media, and other tangible items or portions thereof, which contain Confidential Information of the disclosing Party will be delivered to the disclosing Party promptly upon the disclosing Party’s written request. Notwithstanding the foregoing, Yahoo will not be required to remove copies of Vendor’s Confidential Information from any backup media or servers. Nothing contained in the Agreement will prevent Vendor or a Yahoo Company from complying with applicable privacy and/or data protection Laws. The receiving Party may disclose Confidential Information of the disclosing Party in connection with subpoenas, court orders, other legal processes, or as otherwise required by Law, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the Confidential Information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.
SITE ACCESS AND DATA SECURITY
1. Site Access. If Services are to be performed at a Site, Yahoo will permit Vendor reasonable access to the applicable Site(s) subject to the terms of this Section 6 and the Site Access Policies. Vendor will provide Yahoo a list of all Personnel and Subcontractors (including all Subcontractor personnel) that require access to the Site(s) and will maintain a current list, which will be available to Yahoo at all times. Any Personnel or Subcontractor failing a background check investigation, as required under Section 6.5, below, will be denied access to any Site. In the event Vendor is granted Site access, Vendor represents, warrants, and covenants that Vendor will perform its obligations without interfering with Users or Yahoo’s operations in or around the Site(s).
2. Identification Badges. All Personnel and Subcontractors working at a Site will wear a visible Yahoo issued identification. Immediately upon the termination of Personnel and/or Subcontractor who worked at a Site, Vendor will promptly provide written notice to the Yahoo Security Office, and return all security badges and access cards issued to Vendor for such Personnel and/or Subcontractors. Vendor will pay Yahoo a fee of one hundred dollars ($100.00) (or the foreign equivalent thereof) for each non-returned or lost security badge or access card. Yahoo reserves the right to charge Vendor for expenses incurred by Yahoo in recovering any security badge or access card.
3. Network and Data Security.
  1. If any Network-Data Communication occurs in connection with the use or performance of the Services: (i) such Network-Data Communication will be limited solely to Vendor’s performance of its obligations; and (ii) Vendor represents, warrants, and covenants that it will (and will cause its Subcontractors to) comply with the Network Security Terms. “Network-Data Communication(s)” means: (1) any Vendor-hosted interface which Yahoo or Users access; (2) any access to Yahoo’s Information Systems; (3) any access, communication, contact, or interconnection/between the information systems of Yahoo and Vendor; (4) any access/exposure to or communication of Yahoo Data, including any code or Intellectual Property; or (5) any Vendor access to any Site. “Network Security Terms” means Yahoo’s network security terms located at: https://www.legal.yahoo.com/us/en/yahoo/terms/vendor/networksecurity/index.html, which are incorporated herein by this reference and may be updated from time to time.
  2. As between Yahoo and Vendor, Yahoo Data, collected, used, or stored by Vendor will be the sole and exclusive property of Yahoo. If Yahoo requests that Vendor complete and sign an updated Vendor data security disclosure form, Vendor will provide such disclosure form in the form and substance requested by Yahoo within five (5) days of Yahoo’s request, and any such Vendor data security disclosure form will be treated as Confidential Information.
4. User Data.
  1. Vendor represents, warrants and covenants that: (i) Vendor will not collect, use, retain, or disclose in connection with the Agreement any Personal Information without Yahoo’s prior express written consent; (ii) any collection, use, or disclosure of Personal Information will comply with the Agreement and all Laws; (iii) any collection, use, storage or transference of Personal Information, expressly authorized under the Agreement, will be solely for and/or on behalf of Yahoo and not for or on behalf of Vendor (or its agents, subcontractors, suppliers, or other customers), and Vendor will not, at any time for any reason, collect, use, retain or disclose any Personal Information except as necessary for the purpose of carrying out its duties as specified in the applicable PO or SOW; (iv) Vendor will not sell or share (as share is defined by the California Consumer Privacy Act) Personal Information or otherwise process Personal Information outside of the direct business relationship between Yahoo and Vendor or in any manner that is not permitted by service providers or processors under applicable Laws; (v) Vendor will not knowingly collect or accept information from children under the age of thirteen (13); (vi) Vendor will not, without the prior written consent of Yahoo, transmit or provide access to Personal Information to any facility outside the United States; and (vii) to the extent that the PO or SOW relates to any Personal Information from Users located in the European Union, Switzerland, or the United Kingdom, Vendor will provide at least the level of privacy protection as is required by the applicable laws and comply with the terms of the Data Processing Agreement located at https://www.legal.yahoo.com/us/en/yahoo/terms/vendor/dataprocessingagr/index.html, which shall be deemed to form part of these VMTCs in such event.
  2. Vendor shall not attempt to re-identify any Pseudonymous Data, Anonymous Data, Aggregate Data, or de-identified data processed under the Agreement without Yahoo’s express written permission. Vendor shall not merge any Pseudonymous Data, Anonymous Data, Aggregate Data, or de-identified data processed under the Agreement with Personally Identifying Information (PII). Vendor shall take reasonable measures to ensure that any de-identified data or Pseudonymous Data cannot be associated with a data subject. Vendor agrees to contact Yahoo to clarify data processing instructions hereunder. Notwithstanding anything to the contrary herein, any processing of Personal Information by Vendor under this Agreement shall not exceed what a service provider or processor may do under applicable data protection Laws.
  3. Vendor shall promptly inform Yahoo if, in Vendor’s opinion, an instruction from Yahoo regarding Personal Information infringes applicable data protection Laws. Additionally, Vendor shall promptly notify Yahoo if Vendor determines that it can no longer meet its obligations under these Vendor MTCs, the Agreement, any applicable DPA or data protection Laws.
  4. If Vendor receives any inquiry or complaint relating to Personal Information, Vendor will immediately notify Yahoo in such form and manner, and with such particulars, as Yahoo may require. If Yahoo notifies Vendor that it requires assistance in investigating or responding to such inquiry or complaint or any other inquiry or complaint received by Yahoo related to the Agreement, Vendor will fully cooperate with Yahoo by furnishing it with complete information concerning its collection, use and disclosure of the Personal Information, including responding, if requested to do so, to any inquiry by a regulatory authority and/or to any complaint. If any inquiry or complaint gives rise to regulatory or court proceedings, Vendor will cooperate in the conduct of such proceedings, including attending hearings and assisting in securing and giving evidence and obtaining the attendance of witnesses.
  5. Taking into account the nature of the processing, Vendor will provide reasonable assistance to Yahoo for the fulfillment of Yahoo’s obligation to honor requests by individuals (or their representatives) to exercise their rights with respect to their Personal Information under applicable data protection Laws (such as rights to access, correct, delete, port, and opt-out of certain processing of such data). Without limiting the foregoing:
    1. Vendor shall, unless legally prohibited, notify Yahoo as soon as reasonably practical, and in any event within three (3) business days of receiving any request or complaint related to any Personal Information.
    2. Vendor shall not respond to any such requests unless Yahoo authorizes Vendor in writing to do so, except to the extent Vendor has an obligation under applicable law to respond directly.
    3. If Vendor has an obligation under applicable law to respond directly, it shall, unless legally prohibited, notify Yahoo of this requirement when making the initial notification and comply with Yahoo’s reasonable requests in responding to such request.
    4. If Yahoo requests on behalf of any User that Vendor remove or delete any Personal Information from Vendor’s databases and/or records, Vendor will promptly remove all such Personal Information from its databases and records and direct any Subcontractors or other parties who have such Personal Information to do the same and confirm such removal and direction to other parties in writing, or as otherwise requested by Yahoo (e.g., API confirmation response, ticket number).
    5. Vendor shall incorporate Yahoo APIs, reasonably requested by Yahoo, for purposes of Yahoo conveying and Vendor facilitating data subject requests under this subsection.
  6. Taking into account the nature of the processing and the information available to Vendor, Vendor will provide reasonable assistance to and cooperation with Yahoo for Yahoo’s performance of any data protection impact related to the processing or proposed processing of the Yahoo Data involving Vendor assessment that Yahoo believes in good faith is required under applicable Law or industry codes of conduct applicable to Yahoo. Vendor will, at the choice of Yahoo return to Yahoo and/or securely destroy all Yahoo Data upon termination of the Agreement or within 15 days of Yahoo’s earlier request, except to the extent that applicable legal requirements require storage of the Personal Information, in which case Vendor will (a) to the extent legally permitted, inform Yahoo of the legal requirement and of the particular Personal Information records that Vendor intends to retain, (b) not Process the Personal Information for any purpose other than compliance with the legal requirement, and (c) at the choice of Yahoo return to Yahoo and/or securely destroy such Personal Information as soon as practicable.
5. Background Checks. Vendor, and its Personnel and Subcontractors performing Services or providing work under this Agreement, will undergo a background check performed by a Vendor-designated firm and at Vendor’s cost. In addition, Vendor, and its Personnel and Subcontractors performing Services or providing work under this Agreement who require unescorted access to a Site (i.e., issuance of a Yahoo ID badge) or access to Yahoo’s network or Information Systems (i.e., issuance of a Yahoo corporate username/password), will undergo a background check (which may include identity verification, criminal records and civil judgments, professional license verifications, motor vehicle records, social security number, court records, military service records, other public records reports, and verifications of employment and education) performed by a Yahoo-designated firm, prior to such Personnel or Subcontractor undertaking any action in connection with the Agreement which require such access to a Site or access to Yahoo’s network or Information Systems, and all such individuals will sign Yahoo’s standard Non-Disclosure Agreement, agreeing to be bound by the confidentiality, non-disclosure and proprietary rights contained therein.
6. Anti-Spam Policy. To the extent Vendor uses email in connection with the Services, Vendor will comply with Yahoo’s Anti-Spam Policy located at: https://www.legal.yahoo.com/us/en/yahoo/guidelines/spam/index.html, which are incorporated herein by this reference and may be updated from time to time.
7. Accessibility. Any and all technologies used for information or communication purposes including, but not limited to, software (including cloud software and services), mobile apps, websites, computers, mobile devices (e.g., tablets, cellular phones and wearable devices), telecommunications and messaging systems, electronic documentation and training materials (each an information communication technology (“ICT”)) or Deliverables which permit Yahoo or third parties to post content for access by others which are furnished under a Purchase Order or SOW shall be accessible to and usable by individuals with disabilities in accordance with the 21st Century Video and Communications Act (“CVAA”), the Americans with Disabilities Act (“ADA”) and other applicable Federal and State laws as well as Yahoo’s Accessibility Expectations for Vendors and Partners available at: https://legal.yahoo.com/us/en/yahoo/accessibility_expectations/index.html (“Accessibility Framework”). Prior to the performance of any Services and upon the written request (email shall suffice) of Yahoo thereafter, Vendor shall provide full documentation of the measures taken to ensure that any ICT or such Deliverables are compliant with all applicable requirements and functional performance criteria, including records of any functional and user testing or simulations conducted, compliance with the Web Content Accessibility Guidelines (WCAG) 2.1 or the most recent version thereof or successor standards thereto. Further, Vendor shall perform annual accessibility assessments of the any ICT, such Deliverables with applicable assistive technologies as well as all user systems developed, hosted, or otherwise use by Vendor as part of the Services, including any third-party technology or content contained therein, to ensure conformance of such systems with Laws and to the Accessibility Framework. Either Party will promptly inform the other Party if any ICT or Deliverable is found to not be in compliance with this Section and Vendor shall, at no cost to Yahoo, repair or replace the non-compliant ICT or Deliverable within the time period specified by Yahoo. If Vendor fails to timely repair or replace any ICT or Deliverable, the Parties shall negotiate in good faith a mutually agreeable resolution and timeline for curing such breach (“Compliance Action”). Yahoo shall not pursue any remedies available at law or in equity under the Agreement, including termination of the Agreement, unless or until the Parties are unable to reach agreement on a Compliance Action or Yahoo determines, in its sole discretion that Vendor has not or cannot complete the Compliance Action.
OWNERSHIP
1. Vendor Property.
  1. Disclosure of Vendor Property. Vendor and/or Vendor’s licensor(s) retain all rights, title and interests they possessed in any Vendor Property that may be used by Vendor in connection with the Agreement. “Vendor Property” means Intellectual Property that Vendor can provide reasonable documentary evidence that Vendor owned, controlled or validly licensed. Vendor represents, warrants and covenants that all Vendor Property: (i) was independently developed by Vendor without benefit, use, or inclusion of any Yahoo Property, (ii) was owned by Vendor and/or owned by and validly licensed from a third party and (iii) is not protected under a duty of confidentiality to a third party. If Yahoo requests that Vendor complete and sign a Vendor Property disclosure form, Vendor will provide such disclosure form in the form and substance requested by Yahoo within five (5) days of Yahoo’s request.
  2. License to Vendor Property. For Vendor Property incorporated into, required for use of, or provided with any Deliverables, Vendor grants to the Yahoo Entities, on behalf of itself and its licensors, a worldwide, perpetual, irrevocable, royalty-free, fully paid up license under all Intellectual Property Rights to use, modify, reproduce, sell, license, sublicense, display, disclose, publish, produce derivative works of or otherwise disseminate, distribute or transfer the Vendor Property for any Yahoo Entities’ business purposes.
  3. AI Tools. In the event that the Services include (directly or indirectly) tools, features or functionality that utilize generative artificial intelligence or other data models trained by machine learning (collectively “AI Tools”). All Yahoo Data or Yahoo Confidential Information entered into the Services for processing by any AI Tools (“Input”) and all of the output returned by such AI Tool (“Output”) shall belong to Yahoo as Yahoo Data. Any third-party, expressly approved by Yahoo in writing, which supplies an AI integration and processes Yahoo Input and produces Output shall be contractually required to (a) exclude Yahoo Data from its training data; (b) treat such Yahoo Data as Confidential Information in accordance with the terms of this Agreement; (c) delete all Input and Outputs generated within the Services upon request and/or at reasonable and regular intervals (in no event longer than 30 days); and (d) comply with all applicable Laws, rules and regulations, including those pertaining to data privacy and protection.
2. Deliverables. Yahoo is the sole and exclusive owner of all Deliverables, including all Intellectual Property Rights therein, regardless of whether such Deliverables are specified in any PO, SOW or PLSS. All Deliverables will be deemed a “work made for hire” as defined in Section 101 of the United States Copyright Act (as amended). To the extent that title to any of the Deliverables does not vest in Yahoo as the author or such works may not be considered “works made for hire,” all rights, title and interest therein, including all Intellectual Property Rights, are hereby irrevocably assigned and transferred to Yahoo by Vendor, and Vendor hereby irrevocably and unconditionally waives all enforcement of such rights. All such Deliverables will belong exclusively to Yahoo, with Yahoo having the right to obtain and to hold in its name and/or the name of its Affiliates, any and all Intellectual Property Rights. For purposes of this paragraph, Deliverables shall not include the Services or any improvements, modifications or derivatives of the Services; but shall mean any material developed by Vendor hereunder which is specifically related and unique to a Yahoo project or which incorporates Yahoo’s Confidential Information.
3. Assignment of Rights. Vendor will require and cause its Personnel and Subcontractors to assign to Vendor all materials prepared and/or developed by such Personnel and Subcontractor pursuant to the Agreement. Vendor agrees to give Yahoo and any person designated by Yahoo, reasonable assistance, at Yahoo’s expense, required to perfect the rights granted pursuant to the Agreement. Upon the earlier of the completion of the Services or the termination of the Agreement, Vendor will immediately turn over to Yahoo all materials related to the Services and/or all Deliverables pursuant to the Agreement.
4. Rights in Bankruptcy. All rights and licenses granted by Vendor pursuant to the Agreement will be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, 11 U.S.C. § 101 et seq., licenses of rights to “intellectual property” as defined under Section 101(35A) of the Bankruptcy Code, and software is, and will be deemed to be, “embodiment[s]” of “intellectual property” for purposes of same. Yahoo will retain and may exercise all of its rights and elections under the Bankruptcy Code or equivalent legislation in any other jurisdiction. Without limiting the generality of the foregoing, Vendor agrees that the rights and licenses granted to Yahoo will not be affected by Vendor’s rejection of the Agreement in bankruptcy, and will continue to be subject to the Agreement. Upon Vendor’s filing of a bankruptcy petition (or an involuntary filing), Yahoo will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property concerning the Deliverables furnished by Vendor, and such Deliverable, if not already in Yahoo’s possession, will be promptly delivered to Yahoo.
5. No Public Announcements & Yahoo Trademark. Neither Party will issue or make, directly or indirectly, any press releases or other public announcements relating to the Agreement or the underlying transaction(s) between Yahoo and Vendor without the prior written approval of the other Party. Each Party reserves the right to withhold approval in its sole discretion. Vendor is not authorized to use and agrees it will not use any Yahoo Company trademark(s), logo(s), service mark(s), trade name(s), and/or legal notice(s) (collectively, “Yahoo Marks”); provided, however, in the event use of any Yahoo Mark is required to perform the Services, the Parties agree as follows: subject to Vendor’s strict compliance with the Agreement and Yahoo’s trademark license terms https://www.legal.yahoo.com/us/en/yahoo/terms/vendor/trademarklicense/index.html which are incorporated herein by this reference and may be updated from time to time, Yahoo grants Vendor a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license, for the SOW Term (if applicable) or until completion of the Services ordered in connection with a PO, to use the designated Yahoo Marks in the form delivered by Yahoo, only for the territory in which Services will be delivered, and only as essential and necessary to perform Services. All rights, title, and interests in the Yahoo Marks and the goodwill pertaining thereto are the exclusive property of the applicable Yahoo Company.
6. Acknowledgement of Rights. The applicable Yahoo Company retains exclusive ownership of all right, title and interest in and to the Yahoo Property. Vendor will not, at any time during or after the Term, dispute or contest, directly or indirectly, the applicable Yahoo Company’s exclusive rights and title in the Yahoo Property.
REPRESENTATIONS AND WARRANTIES
1. Warranties. Vendor represents, warrants, and covenants for itself and each of its Subcontractors that: (i) it and its Subcontractor(s) is/are a validly existing business entity, duly licensed and qualified to carry on its business/operations and perform its obligations; (ii) it and its Subcontractor(s) has/have all rights, licenses, permits, qualifications and consents necessary to perform its and/or their respective obligations; (iii) it and its Subcontractor(s) will comply with all Laws; (iv) its and its Subcontractor(s)’ performance under the Agreement does not and will not violate or cause a breach of the terms of any other agreement to which it is a party; (v) it and its Subcontractor(s) is/are not in default of any other agreement and there are no proceedings threatened or pending under order of any court, arbitrator, administrative agency or other authority, which would affect performance of the Agreement; (vi) there are no undisclosed collective bargaining agreements or other labor agreements to which it or its Subcontractor(s) is a party or by which it or its Subcontractor(s) is bound; (vii) there is and has been no unfair labor practice complaint against it or its Subcontractor(s); (viii) neither the Services nor any Vendor Property, nor any combination thereof with any Yahoo Property, infringes or misappropriates the Intellectual Property Rights of any third party; (ix) the Services and the media on which the Services are performed and/or delivered will be free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, disable, deactivate, or expropriate any Yahoo Company or User’s Information System(s); (x) it and its Subcontractor(s) will deliver and perform all Services in a professional and workmanlike manner in accordance with standards generally accepted in Vendor’s industry; (xi) Deliverables furnished hereunder are and will be: (a) new and free from defects in design, materials and workmanship; (b) of merchantable quality and fit for the purposes for which they are intended; and (c) free and clear of all liens, claims and encumbrances; (xii) it and its Subcontractors has/have all rights, licenses, permits, qualifications and consents necessary to grant Yahoo ownership and use of the Deliverables, and delivery to Yahoo of all rights and licenses in and to the Deliverables does not violate any Laws; (xiii) Services will conform with the Agreement and any Documentation; and (xiv) it and its Subcontractor(s) will take all necessary precautions to prevent injury to any person or damage to any property while performing Services.
2. Remedies. If the Services do not comply with Section 8.1(viii), above, in addition to any other remedies Yahoo may have, Vendor will in the following order (at Vendor’s sole cost and expense): (a) procure for the Yahoo Companies the right to continue using the affected Services; (b) if applicable, replace the affected Services with conforming and/or non-infringing Services at no cost to Yahoo; (c) modify the affected Services so that such Services conform or become non-infringing without detracting from their functionality or performance; or (d) if the foregoing alternatives are not commercially available, within fifteen (15) days, refund to the Yahoo Companies all fees paid to Vendor for such non-conforming or infringing Services.
3. Financial Information. Vendor represents, warrants, and covenants that Vendor has the financial viability to fulfill its obligations under the Agreement. In addition, Vendor will provide prompt written notice to Yahoo of any event or condition that results in, or is reasonably likely to result in, a material adverse change to Vendor’s financial condition, reputation or operation.
INDEMNIFICATION
Vendor will indemnify, defend and hold harmless the Yahoo Entities from all costs and claims asserted by a third party, whether actual or alleged, that arise out of or in connection with the Services, including: (a) personal injury, death, or property damage; (b) theft; (c) negligent or intentional misconduct; (d) Vendor’s breach of the Agreement or a violation of applicable Law; and (e) payments to any Personnel and/or Subcontractor(s) (collectively “Claim(s)”). Yahoo will (at Vendor’s sole expense) reasonably cooperate to facilitate the settlement or defense of such Claim. Vendor is solely responsible for defending any Claim against a Yahoo Entity, subject to such Yahoo Entity’s right to participate with counsel of its own choosing at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against a Yahoo Entity; provided however, that Vendor will not agree to any settlement that imposes any obligation or liability on a Yahoo Entity without such Yahoo Entity’s prior express written consent.
INSURANCE
1. Coverage. Vendor will obtain and keep in effect, at Vendor’s expense, insurance coverage as follows: (a) commercial general liability insurance, on an occurrence policy form, with policy limits of $2,000,000 per occurrence and $2,000,000 general aggregate, covering operations by or on behalf of Vendor, including coverage for: (i) premises and operations, (ii) products and completed operations, (iii) contractual liability, (iv) personal injury liability/advertising injury, (v) bodily injury and property damage, and (vi) liquor liability insurance, if applicable; (b) professional liability/errors and omissions with policy limits of $3,000,000 each claim and $3,000,000 general aggregate; (c) cyber liability insurance with policy limits of $3,000,000 each claim and $3,000,000 general aggregate; (d) automobile liability insurance, covering all owned, hired and non-owned automobiles with policy limits of $2,000,000 combined single limit each accident; (e) statutory workers' compensation as required by the laws of the state(s) in which the services are provided and employer's liability insurance with limits equal or greater than $1,000,000 for bodily injury by accident, $1,000,000 each employee for bodily injury by disease and $1,000,000 policy limit by disease; (f) umbrella liability insurance, on an occurrence policy form, with policy limits of $5,000,000 per occurrence and in the aggregate; and (g) such other insurance coverage and policy limits, as may be requested by Yahoo.
2. Certificates and Policies of Insurance. A Certificate of Insurance evidencing all required coverage must be furnished to Yahoo before Vendor provides any Services, and annually thereafter upon expiration of policies, throughout the Term of the Agreement. Vendor will provide Yahoo thirty (30) days' prior written notice of cancellation, adverse material changes in coverage or intent not to renew any insurance coverage(s) required to be maintained by the Agreement. All insurance policies will be written by financially viable companies rated by A. M. Best as A-VII or better and duly licensed and authorized to do business in the state, province or territory in which service is provided. Yahoo Inc., Yahoo Ad Tech LLC, Yahoo Holdings Inc. and their parent company and respective subsidiaries, directors, officers and employees shall be included as an additional insured under Vendor’s policies, except for workers compensation/employer's liability. A waiver of subrogation shall apply in favor of the above-referenced additional insured parties with respect to all required policies. Vendor's liability policies shall be primary and noncontributory with any insurance or program of self-insurance that may be maintained by Yahoo. Vendor agrees to indemnify and hold Yahoo harmless for covered losses and/or occurrences that fall within any applicable deductible or self-insured retention if such losses are Vendor's responsibility under the Agreement. Certificates of insurance will be emailed to: COI@yahooinc.com.
3. Continuation of Insurance. If any of the insurance policies are written on a claims-made basis, coverage shall be maintained for at least one (1) year following expiration of this Agreement.
4. Obligations. In no event will the insurance coverage, deductible, self-insured retention or limits of any insurance maintained by Vendor under the Agreement, or the lack or unavailability of any other insurance, limit or diminish in any way Vendor’s obligations or liability to Yahoo under the Agreement.
LIMITATION OF LIABILITY
EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 5, ABOVE, VENDOR’S BREACH OF SECTIONS 6, 7 AND/OR 8.1(ix), ABOVE, AND VENDOR’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, ABOVE, IN NO EVENT WILL VENDOR AND/OR ANY YAHOO ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. FURTHER, IN NO EVENT WILL YAHOO’S AGGREGATE CUMULATIVE LIABILITY TO VENDOR SHALL EXCEED THE AMOUNT PAID OR TO BE PAID TO VENDOR FOR THE PROVISION OF THE SERVICES OR FOR SUPPLY OF ANY GOODS UNDER THE APPLICABLE ORDER, SOWS OR CHANGE ORDERS.
TERM AND TERMINATION
1. Term. These Vendor Master Terms and Conditions will commence upon the earlier of: (i) when Yahoo receives Vendor’s acknowledgment via signature, email or other online acceptance; (ii) when Vendor ships any goods, materials or articles described in the SOW and/or Purchase Order in accordance with this Agreement; or (iii) when Vendor commences performance of any Services specified in an SOW and/or PO (as applicable, “Acceptance”) and unless terminated as set forth herein, will continue to remain in full force and effect for all outstanding SOWs, Change Orders and POs until such time as all of such agreements expire, are completed or terminated pursuant to the respective SOW, Change Order, PO, or this Vendor MTC.
2. Termination. Either Party may terminate the Agreement by written notice to the other Party if the other Party breaches any material provision of the Agreement and such breach is not cured within thirty (30) days after written notice thereof is received by the other Party; provided, however, in the event that Vendor fails to meet the SLA requirements more than three (3) times in a calendar month, Yahoo may terminate the Agreement, in whole or in part, effective immediately without any Vendor right to cure. In addition, Yahoo reserves the right to terminate the Agreement or any portion thereof, with or without cause, upon thirty (30) days prior written notice to Vendor.
3. Effect of Termination. Upon termination of the Agreement or the applicable SOW, PLSS, Change Order, or PO, in whole or in part, Yahoo, as its sole liability, will pay Vendor for: (a) Services completed and accepted; and (b) costs incurred and approved in writing by Yahoo, prior to the termination date. The termination of any SOW, PLSS, Change Order or PO, in whole or in part, will not automatically result in the termination of the Agreement. If Vendor performs any Services after the termination date of an SOW, PLSS, Change Order, or PO, in whole or in part, Yahoo will not be liable for any fees, costs, taxes or charges. Upon termination of the Agreement or any portion thereof, Vendor will: (i) provide the Services until the effective date of such termination (except as otherwise instructed in writing by Yahoo), terminate the Services in an efficient, workmanlike and cost-effective manner, and cooperate with Yahoo in the transition as requested by Yahoo; (ii) return to Yahoo all Yahoo Property; (iii) return to the Yahoo Security Office any security badges and access cards issued to Vendor; and (iv) within thirty (30) days of such termination, deliver to Yahoo, without any offset, a prorated refund of any prepaid fees, including any service or maintenance fees, together with a payment of any accrued SLA credits. Termination of the Agreement, in whole or in part, will not result in a termination of the applicable Vendor Property Disclosure or Yahoo’s rights under Section 7, above. Yahoo will not be responsible for any penalties, restocking fees, or similar charges resulting from its termination of any PO, SOW, PLSS, or Change Order.
4. Survival. The rights and obligations of the Parties which by their nature must survive termination or expiration of this Agreement in order to achieve its fundamental purposes shall survive in perpetuity any termination of this VMTC including, without limitation: (a) Sections 4.1(a) (until any outstanding payment obligations are satisfied), 4.1(c), 5 through 11, 12.3, 12.4, 13 and 14 of these Vendor Master Terms and Conditions; and (b) any Vendor Property Disclosures.

GENERAL PROVISIONS

Notices. Routine communications under this VMTC may be made by email. Any notices regarding termination, breach or indemnification will be in writing, and delivered by overnight courier or mailed with first-class postage prepaid, with a courtesy email copy to the recipients as set forth below:

Yahoo Notice Addresses	With a copy to:
Yahoo Attn: Procurement 14010 FNB Parkway, Omaha, NE 68154, USA	Yahoo Attn: Deputy General Counsel for Transactions 770 Broadway, 9th Floor, New York, NY 10003, USA Email: legalnotices@yahooinc.com

Yahoo Notice Addresses

With a copy to:

Yahoo
Attn: Procurement
14010 FNB Parkway, Omaha, NE 68154, USA

Yahoo
Attn: Deputy General Counsel for Transactions
770 Broadway, 9th Floor, New York, NY 10003, USA

Email: legalnotices@yahooinc.com

Vendor Notice Address: At the address set forth on the applicable VMDT, PO, SOW, or PLSS. All notices will be deemed received as follows: (a) one (1) business day after deposited with a nationally recognized overnight carrier service, such as FedEx; or (b) five (5) days after the day deposited with the United States Postal Service. Either Party may update its notice address by sending written notice of such change to the other Party as set forth in this Section.
Assignment. By operation of law or otherwise, Vendor may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement, without Yahoo’s prior written consent; provided, however, that Vendor may assign the Agreement, in whole, to any third party in connection with any merger, consolidation, reorganization, liquidation, or sale of all or substantially all of the business or assets of Vendor upon thirty (30) days prior written notice to Yahoo. Notwithstanding the foregoing, if any such merger, consolidation, reorganization, liquidation, or sale of Vendor’s business or assets involves a competitor of Yahoo, Yahoo shall be entitled to terminate the Agreement with no further liability to Vendor. Any purported assignment or transfer of the Agreement in violation of this Section will be null and void. Yahoo and any Affiliate of Yahoo, or their successors in interest, may assign, delegate, sublicense, convey or otherwise transfer (including by merger or operation of law) this Agreement, or the rights or obligations hereunder, in whole or in part, without prior written consent or notice to the other Party. In the event of an assignment of all or part of this Agreement, or the rights or obligations hereunder, the term “Yahoo” as used in this Agreement shall be deemed to refer exclusively to the new assignee, in place of Yahoo as a party to this Agreement. This Agreement shall inure to the benefit of and be binding upon the Parties, their respective successors and permitted assigns.
No Third Party Beneficiaries. Nothing contained in the Agreement is intended to, or will be construed to, confer upon any Personnel, Subcontractor, or other person or entity not a Party hereto (excluding Affiliates) any rights or benefits of any kind, and no such Personnel, Subcontractor, person, or entity will be deemed a third-party beneficiary under the Agreement. Notwithstanding the foregoing, the Yahoo Companies will be third-party beneficiaries to the Agreement and will be entitled to directly enforce, and rely upon, any provision in the Agreement which confers a benefit on, or rights in favor of, a Yahoo Company.
Non-Restrictive Relationship & Independent Contractors. The relationship of the Parties is not exclusive. Nothing in the Agreement will be construed as preventing any Yahoo Company from independently developing or providing services which may be the same or similar to the Services. The Parties are independent contractors. Nothing herein will be construed as creating any agency, partnership, or other form of joint enterprise between the Parties, and neither Party may create any obligations or responsibilities on behalf of the other Party.
No Waiver & Severability No waiver by either Party of a breach of any provision hereof will be taken or held to be a waiver of any other breach of such provision or a waiver of the provision itself. If any provision(s) in the Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality, or unenforceability will not affect the other provisions of the Agreement. Moreover, if any provision(s) in the Agreement is held to be excessively broad as to duration, geographical scope, activity, or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable Law.
No Gratuity. Vendor represents, warrants, and covenants that Vendor, including its directors, officers, employees, and agents, have not and will not, directly or indirectly, offer, accept, or give any entity a gift, payment, or anything of value to secure or influence the terms of this Agreement or the actions of a public official relating to this Agreement.
Anti-Corruption Compliance. Vendor agrees to comply with the Foreign Corrupt Practices Act, UK Anti-Bribery Act, and other applicable anti-corruption laws. Vendor represents and warrants that neither Vendor nor any of its directors, officers, employees, agents, or other third parties performing services for or on behalf of Vendor will make or has made or offered, or caused to be made or offered, any bribe, payment, commission, gift, inducement, or anything of value, directly or indirectly, to anyone, including but not limited to: 1) any official or employee of any government or any agency or instrumentality thereof, including state-owned or state-sponsored businesses or public international organizations; 2) any political party, employee thereof, or any candidate for political office; 3) any individual who holds a legislative, administrative, judicial, or other public authority; or 4) any non-governmental entity in order to: influence any official act or decision related to the subject of this Agreement or the business of Yahoo, secure any improper advantage, obtain or retain business, or direct business to any person or entity in violation of applicable anti-corruption laws. Vendor agrees to keep complete, accurate records in relation to this Agreement and will make them available for inspection upon Yahoo’s request. Vendor agrees it will promptly report to Yahoo and cooperate in investigation of any potential or actual violation of any anti-corruption laws relating to this Agreement.
Trade Compliance. Vendor agrees to comply with the export laws and regulations of the United States and trade controls of other applicable countries, including without limitation the Export Administration Regulations of the U.S Department of Commerce, Bureau of Industry and Security and the embargo and trade sanction programs administered by the U.S. Department of Treasury, Office of Foreign Assets Control. Vendor will comply with the trade restrictions that prohibit direct and indirect export, re-export, sale, diversion, and transfer of items, software, technology, data, service, or funds under this Agreement to any: (i) countries (or its nationals) that are subject to U.S. embargo and/or economic sanctions; (ii) prohibited individuals or companies named on Government Sanctions Lists (“Prohibited Entities”); (iii) affiliates owned, operated, controlled by, or acting on behalf of Prohibited Entities; or (iv) end users (or for end uses) that Party knows or has reason to know are involved in military end uses or the proliferation of weapons of mass destruction. In cases of conflict or inconsistency among applicable export, import, and sanction laws and regulations, U.S. law shall govern. Vendor represents and warrants that Vendor and any third parties it engages to perform under this Agreement are not: (i) Prohibited Entities; (ii) owned, operated, controlled by, or acting on behalf of Prohibited Entities; or (iii) subject to government export or import investigatory or enforcement activities. Vendor will provide Yahoo with all information that may be required for trade compliance purposes, including applicable export control classification numbers and documentation substantiating U.S. and foreign regulatory approvals. Under the U.S. export controls, transfers of certain export-controlled software and technology to foreign nationals are treated as exports to the foreign nationals’ home countries (otherwise known as “deemed exports”) and may require export licenses. Vendor will comply with U.S export controls regulating deemed exports, will obtain all export licenses that may be required before releasing export-controlled software and technology to its foreign national personnel, and ensure that none of its personnel working under this Agreement are identified on Government Sanctions Lists. “Government Sanctions Lists” mean government lists that identify individuals and entities subject to export prohibitions, economic sanctions, blocking orders, and other equivalent government restrictions, including but not limited to the U.S. Specially Designated Nationals List, Denied Persons List and Entity List.
Equal Employment. Yahoo may be considered a federal contractor or subcontractor, as defined by federal law. If Yahoo meets the definition of a federal contractor or subcontractor, Yahoo and Vendor agree that, as applicable, they shall abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability. Yahoo and Vendor also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
Force Majeure. A Party will be excused from a delay in performing, or a failure to perform, its obligations under the Agreement to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such Party, which contingencies include acts of God, war, riot, power failures, fires, and floods (referred to as a “Force Majeure Event”). In such event, the performance times will be extended for a period of time equivalent to the time lost due to the Force Majeure Event. In order to avail itself of the relief provided in this Section, the affected Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure. For purposes of this Section, due diligence will, require Vendor to maintain a contingency and disaster recovery plan for the continuation of business so that despite any disruption in Vendor’s ability to fulfill its Services obligations from any particular location or through the efforts of any particular individuals, Vendor will be able to fulfill its Services obligations from an alternative/backup location.
Governing Law; Jurisdiction; and Venue. The Agreement and any dispute relating thereto will be governed by the laws of the State of New York, without regard to conflict/choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. Vendor agrees to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York. Any claim against Yahoo will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party.
Entire Agreement and Amendments. The Agreement constitutes the entire agreement between Yahoo and Vendor and supersedes any and all other agreements and understandings between Yahoo and Vendor, whether oral or written, with respect to the subject matter hereof. In the event of a conflict between the provisions of the Vendor MTC, and any PO, SOW, SLA, PLSS, or Change Order, the Vendor MTC will control. Notwithstanding the foregoing, a PO, SOW or Change Order may amend Sections 3, 4, or 10.1 of the Vendor MTC only if the amended terms contained in such a PO, SOW or Change Order: (i) apply only to the individual PO, SOW or Change Order and not to any other PO, SOW or Change Order, and (ii) specifically identifies the provision(s) of the Vendor MTC they amend. Yahoo may change the Vendor MTC at any time by posting such on the applicable Yahoo Company Website or by email, and such revised Vendor MTC will supersede and replace the earlier Vendor MTC. Any provision of Services after such revision will be deemed to be acceptance by Vendor of the revised Vendor MTC.
Cumulative Remedies. The rights and remedies of any Yahoo Company under the Agreement are not exclusive and may be exercised alternatively or cumulatively, with any other rights and remedies available under the Agreement or in law or equity.
Counterparts & Conflicting Terms. Vendor agrees that it is an express condition of this Agreement that any terms, conditions or provisions printed or otherwise contained in any quote or proposal (whether or not signed by either of the parties), acknowledgment, invoice, referenced online terms, or other document of Vendor, inconsistent with, in addition to, or altering, the terms hereof (collectively, “Conflicting Terms”) are hereby rejected, shall have no force or effect and are void, unless the party to be bound by those Conflicting Terms specifically agrees to such Conflicting Terms in writing following the Acceptance of this Agreement. To the extent that a PO might be treated as an acceptance of a previous offer made by Vendor, including by the execution of a proposal between Yahoo and Vendor, such Acceptance is expressly made on condition that Vendor agrees to comply with the terms and conditions stated in this Agreement and shipment of the goods materials or articles or beginning performance of any Services by Vendor shall constitute such Acceptance. Any PO, SOW, SLA, PLSS, and/or Change Order requiring signatures may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Vendor’s online acceptance of any or all portions of the Agreement will be deemed an execution for purposes of the preceding sentence. Vendor will not have the right to object to the manner (i.e., online acceptance, electronic signatures, fax, or scanned images of signature pages) in which the Agreement was executed as a defense to the enforcement of the Agreement.
Captions and Construction. Captions in the Agreement are for convenience only and will not affect the interpretation or construction of the Agreement. As used in the Agreement, (a) “days” mean calendar days unless otherwise stated, (b) “include” and “including” mean “including, without limitation,” and (c) “will,” “shall,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable.

DEFINITIONS
All definitions will apply both to their singular and plural forms, as the context may require. In addition to those definitions set forth elsewhere in the Agreement, the following capitalized terms have the meanings set forth below:
1. “Affiliate” means Yahoo Ad Tech LLC, Yahoo Inc., Yahoo Holdings Inc., Yahoo Netherlands B.V. and any entity controlled directly or indirectly by any of the foregoing.
2. “Aggregate Data” means a summary of Personal Information (typically statistical data) that has been derived or computed from more detailed data sets that is not linkable to an individual’s or household’s Personal Information. Examples of Aggregate Data include counts, sums, averages, minimum/median/maximum values, rates, percentages, and related information where such information is sufficiently aggregated such that it can’t be linked to an individual’s or household’s Personal Information. Aggregate Data as defined in these Vendor MTC is not Personal Information.
3. “Agreement” means collectively: (a) these Vendor MTC; (b) the Vendor Master Data Template; (c) SOW(s), if any; (d) Price Listed Services Schedule(s), if any; (e) Change Order(s), if any; (f) PO(s); and (g) any SLA(s).
4. “Anonymous Data” means data that has been specifically processed in such a way that it cannot be linked to an individual, household, device, or Yahoo through any means, even with full cooperation of the Personal Information owner(s). Due to this processing, technical attempts to reassociate anonymous data with an individual are considered computationally infeasible. De-identified data is considered Anonymous Data only if the de-identification process is irrevocable and irreversible. Anonymous Data datasets are static in nature and they may not be joined with other data sets in any way, nor can new data be appended to an Anonymized Data set. For clarity, Anonymous Data is not Personal Information.
5. “Data Processing Agreement” means those certain data privacy terms located at https://www.legal.yahoo.com/us/en/yahoo/terms/vendor/dataprocessingagr/index.html, which are incorporated herein by this reference and may be updated from time to time.
6. “Defect” means any failure of the Services, in whole or in part, to comply with the Acceptance Criteria or perform as contemplated by the Agreement.
7. “Deliverables” means all developments, discoveries, inventions, products, product formulae, software, drawings, procedures, processes, Specifications, reports, notes, documents, information, plans, reports, compilations of data, and other materials made, conceived, reduced to practice or developed by Vendor alone or with others, and Improvements to any of the foregoing, which (a) are identified as Deliverables in PO or an SOW, (b) are created using Yahoo Property, or (c) incorporate Yahoo Property.
8. “Documentation” means any written or electronic support materials/documents relating to the use or operation of the Services that Vendor generally makes available with the Services, including user manuals, software support materials, guides, how-to information, data sheets, promotional materials, and/or any other information regarding how to enable or use the Services.
9. “Improvements” means collectively, all enhancements, additions, modifications, extensions, updates, new versions, translations, improvements, and derivative works.
10. “Information System” means: (a) any information or communications system, including net-services, computer systems, data networks, software applications, broadband/satellite/wireless communications systems, and voicemail; and (b) the means of access to such systems, including all authentication methods.
11. “Intellectual Property” or “Intellectual Property Rights” means all: (a) trade secrets; (b) patents and patent applications; (c) trademarks and trademark applications; (d) service marks and service mark applications; (e) trade names; (f) Internet domain names; (g) copyrights and copyright applications; (h) moral rights; (i) database rights; (j) design rights; (k) rights in know-how; (l) rights in inventions (whether patentable or not); (m) renewals or extensions of subsections 14.10(a) through (l); (n) goodwill associated with subsections 14.10(a) through (h), and (o) all other equivalent rights anywhere in the world.
12. “Laws” means all applicable laws, statutes, directives, ordinances, treaties, contracts, or regulations, including but not limited to hazardous materials laws, data protection laws, and privacy regimes. Data protection laws includes the General Data Protection Regulation (GDPR), the California Consumer Privacy Act, and other state privacy laws, as may be amended or superseded from time to time.
13. “Party” means either Yahoo or Vendor, as applicable, and “Parties” means Yahoo and Vendor. For any PO issued by a Yahoo Company other than Yahoo or an SOW between Vendor and a Yahoo Company other than Yahoo, references to Yahoo through the Agreement will mean the applicable Yahoo Company.
14. “Personal Information” means any information about a User that: (a) can be used to identify, contact or locate a specific individual; (b) can be used in conjunction with other personal or identifying information to identify or locate a specific individual, including, for example, a persistent identifier, such as a customer number held in a “cookie” or processor serial number; or (c) is defined as “personal information”, “personal data”, children’s data, or sensitive or otherwise restricted information by applicable Laws, data privacy regulations or schemes, relating to the collection, use, storage and/or disclosure of information about an identifiable individual. Personal Information includes Personally Identifying Information (PII), Pseudonymous Data, and IP addresses.
15. “Personally Identifying Information” or “PII” means (a) specific, detailed information that can be used to directly and/or immediately identify, locate, or contact an individual, including a full name, email address, physical address, phone number, Social Security Number, government-issued identifiers, certain social network handles or usernames (e.g., Facebook IDs or usernames), and similar user-identifying identifiers or data; or (b) is defined as “personally identifiable information” or “PII” by applicable Laws, data privacy regulations or schemes, relating to the collection, use, storage and/or disclosure of information about an identifiable individual. For the purposes of this Agreement, IP addresses are not considered Personally Identifying Information (PII).
16. “Pseudonymous Data” means personal information that is uniquely linked to an individual, browser, or device, but is not PII. Pseudonymous Data cannot be used to directly and/or immediately identify, locate, or contact an individual due to technical and/or policy safeguards that prohibit such identification. Pseudonymous Data includes IP addresses, device identifiers, hashed email addresses, certain technical identifiers (e.g., cookie IDs) that are not linked to Personally Identifying Information (PII), and other data that has been purposely de-identified in such a way as to make re-identification difficult without overcoming technical or policy safeguards.
17. “Personnel” means all workers employed, contracted, or used by Vendor in connection with the Agreement, including employees, agents, independent contractors, temporary personnel, day laborers, and other individuals/entities.
18. “Price Listed” or “Price Listed Services” means Services offered at a fixed price inclusive of all costs and fees.
19. “Price Listed Services Schedule” or “PLSS” means a mutually agreed upon and executed document that identifies Price Listed Services, the agreed upon prices for Price Listed Services.
20. “Production Service(s)” shall mean developing, producing and delivering audio/visual recordings intended for distribution via any media/medium (e.g., traditional television, broadcast, cable, Internet protocol delivered media, all forms of radio, print publications, online publications, etc.) or similar production related services which shall be subject to the Production Services Terms.
21. “Production Services Terms” means Yahoo’s Production Service Terms located at: https://www.legal.yahoo.com/us/en/yahoo/terms/vendor/productionservices/index.html, which are incorporated herein by this reference and may be updated from time to time.
22. “Project Manager” means the Yahoo employee or consultant who is the primary contact person for the applicable PO or SOW (as identified therein).
23. “Purchase Order” or “PO” means a document issued by Yahoo authorizing the purchase of Services.
24. “Service Level Agreement(s)” or “SLA(s)” means the performance metrics including technical requirements, measurement periods, SLA Credits, and such other performance criteria that govern the Services.
25. “Services” means the services, Production Services and Deliverables, if any, to be provided by Vendor as described in the Agreement as well as any Solution or SaaS Services pursuant to the SaaS Provider Terms (as applicable). Notwithstanding any independent reference to Deliverables herein, Deliverables are included within the meaning of Services.
26. “Site” means the buildings and related premises owned, operated, used, or leased by any Yahoo Company, including those designated in the applicable PO or SOW as a location at which Services will be performed.
27. “Site Access Policies” means the policies that Vendor must follow when on a Site, including security, facility, equipment, conduct, and safety policies, as updated from time to time.
28. “Specifications” means any criteria, including plans, drawings, data, or performance requirements, that must be satisfied for acceptance of Services under an applicable PO or SOW.
29. “Start Date” means the date of Acceptance.
30. “Statement(s) of Work” or “SOW(s)” means a fully executed document referencing these Vendor Master Terms and Conditions and outlining the nature and scope of Services, which may include the project plan, Specifications, delivery dates, performance milestones, Deliverables, fees, payment schedule, Project Managers, Vendor Property Disclosure, if applicable, and such other pertinent information to the Services and/or the Agreement.
31. “Subcontractor” means a third party to which Vendor delegates any portion of its obligations hereunder.
32. “Travel Policy” means Yahoo’s travel policy terms, which will be made available or provided to Vendor and are incorporated herein by this reference.
33. “User(s)” means any actual or prospective user (including advertisers and content providers) of a Yahoo Company’s products and/or services, and any officer, director, employee, agent, contractor, and representative of a Yahoo Company.
34. “Vendor” means the vendor executing the VMDT, Order, Change Order, PO, SOW, SLA, or PLSS.
35. “Vendor Master Data Template” or “VMDT” means the Vendor signed document that identifies the Vendor’s information, including: address, telephone, facsimile, federal employer ID and such other information as set forth therein.
36. “Vendor Property Disclosure” means the Vendor signed document that identifies any Vendor Property that will be used to provide the Services.
37. “Yahoo Company” means Yahoo or an Affiliate, and “Yahoo Companies” means Yahoo and Affiliates. A Yahoo Company also includes any divested business operations or Affiliate for a term not to exceed twelve (12) months from the date of divestiture.
38. “Yahoo Company Website(s)” means all web pages owned, operated, authorized, or hosted by or for a Yahoo Company.
39. “Yahoo Data” means all data including Personal Data, Anonymous Data, and Aggregate Data, and other information provided by, relating to, of or concerning any Yahoo Company and/or its Users, that is/was obtained by, disclosed to or otherwise made available to Vendor, including Personal Information, systems procedures, processes, employment practices, sales costs, profits, pricing methods, organization/employee lists, finances, product information, inventions, designs, methodologies, Information Systems, Intellectual Property, all Deliverables and interim work product created by or on behalf of Vendor, all survey responses, feedback and reports, and all data and information of such a nature that a reasonable person would believe to be confidential or proprietary.
40. “Yahoo Entities” means the Yahoo Companies and their officers, directors, consultants, contractors, agents, attorneys, and employees.
41. “Yahoo Property” means, collectively, any and all Yahoo Confidential Information, Yahoo Data, Yahoo Marks, Deliverables, Yahoo’s Information Systems and all property, equipment, and proprietary information and materials provided by a Yahoo Company to, or otherwise obtained by, Vendor, or existing at any Site(s), as well as all derivatives of the foregoing.

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These Vendor Master Terms and Conditions were last updated on August 10, 2024.

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