“Standalone” SaaS terms

BY EXECUTING AN SOW THAT REFERENCES THESE TERMS AND CONDITIONS, VENDOR IS ACCEPTING ALL OF THESE TERMS AND CONDITIONS. VENDOR AGREES THAT THESE TERMS AND CONDITIONS ARE ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY, OR OTHERWISE ENTERED INTO BY, VENDOR.

These SaaS Provider Terms (“SaaS Terms”) are entered into by and between Yahoo Inc. (“Yahoo”), an Affiliate of Yahoo Holdings Inc., and Yahoo Inc. and you (“Vendor”) and are effective as of the Effective Date. Except for terms defined in the body hereof, capitalized terms used herein are defined in Section 20 of these SaaS Terms.

  1. Scope of Agreement; SOW. From time to time, Yahoo and Vendor may mutually execute written statements of work for provision of the SaaS Services used internally and any related Setup Services (as defined below) (“Statement of Work” or “SOW”). These SaaS Terms together with any executed SOWs and exhibits and attachments to such SOWs are collectively referred to as the “Agreement.” Vendor will not make any SaaS Services available to Yahoo unless the parties have first executed a SOW.
  2. Provision of SaaS Services.
    1. Subscription Term. Yahoo will receive a subscription to the SaaS Services for the term specified in the applicable SOW (“Subscription Term”). Yahoo is not obligated to renew any Subscription Term, but Vendor will offer renewals to Yahoo so long as it makes the SaaS Services generally available.
    2. Access to SaaS Services. During each Subscription Term, Vendor will provide the SaaS Services in accordance with the Agreement (including the descriptions in each SOW and the Service Level Agreement, as defined below). Yahoo may access and use the SaaS Services for its business purposes worldwide. Yahoo may extend its rights, benefits and protections to its Affiliates and to contractors acting on Yahoo’s or its Affiliates’ behalf, and Yahoo’s Affiliates may enter into separate SOWs (which may include country- or region-specific terms) with Vendor for provision of the SaaS Services hereunder, in each case so long as Yahoo remains responsible for their compliance hereunder. The rights granted to Yahoo hereunder include the right to use, copy and distribute the Client Code on computers and devices under control of Yahoo (and its Affiliates and contractors) in support of the permitted use of the SaaS Services.
    3. General Restrictions. Yahoo will not: (a) use the SaaS Services except as permitted hereunder; (b) decompile, disassemble, or reverse engineer the underlying software to the SaaS Services (unless this restriction is not permitted under applicable law); (c) sell, rent, lease or use the SaaS Services for time sharing purposes; or (d) remove any copyright or proprietary notices contained in the SaaS Services.
    4. Service Level Agreement. The SaaS Services are subject to the availability, service credit and other related terms (“Service Level Agreement” or “SLA”) attached to an SOW. If no SLA is attached to an SOW, the following SLA will apply: Vendor will maintain availability of the SaaS Services (“Availability”) at a level of ninety-nine point nine percent (99.9%) for each calendar month during the Term (as defined below). The percentage of Availability is calculated by subtracting the number of hours of Downtime in a calendar month from the number of hours in a calendar month and dividing by the number of hours in a calendar month. Vendor will use measuring and monitoring tools to calculate the Availability of the SaaS Services for each calendar month. Vendor will provide a report to Yahoo detailing such Availability within thirty (30) days of the end of each calendar month. For each tenth of one percent (0.1%) of Availability less than ninety-nine point nine percent (99.9%) for any calendar month, Yahoo will receive a credit equal to the value of five (5) days of the SaaS Services, but in no event will Yahoo receive more than thirty (30) days’ worth of credit in any one (1) month. In the event Availability falls below ninety-nine point nine percent (99.9%) for more than two (2) consecutive days or more than five (5) days total in any calendar month, Yahoo may terminate the Agreement with notice to Vendor and receive a refund of all prepaid and unused amounts.
    5. Technical Support. Unless otherwise specified in the applicable SOW, Vendor will provide Yahoo, at no additional charge, with technical support services for the SaaS Services on the same basis as it provides such services to similarly situated customers.
    6. Setup Services. Vendor will perform implementation, customization and/or training services for the SaaS Services (“Setup Services”) as specified in an SOW. Except as set forth in the relevant SOW, Yahoo may modify or terminate any Setup Services set forth in an SOW with ten (10) days’ written notice to Vendor. If Yahoo terminates an SOW other than for Vendor’s breach, Yahoo will pay Vendor the fees due under the SOW for Setup Services satisfactorily completed in accordance with the SOW as of the effective date of termination. Setup Services and any associated deliverables are deemed included in the “SaaS Services” for purposes of Vendor’s representations, warranties and indemnification obligations and Yahoo’s usage rights.
    7. Subcontractors. Vendor may not subcontract any element of the SaaS Services without the prior express written consent of Yahoo. To the extent any such subcontractors are authorized by Yahoo, Vendor will (a) remain directly responsible to Yahoo for the acts or omissions of each subcontractor and (b) ensure that each subcontractor is bound in writing to terms equally as protective of Yahoo as the terms and conditions of the Agreement.
    8. Disaster Recovery Plan. Vendor will have in place a disaster recovery plan for business continuity and infrastructure redundancy (“DRP”) in the event of any event or circumstance that could materially adversely affect the SaaS Services or continued operation of Vendor as required under the Agreement (a “Disaster”). During the Term, Vendor will (a) provide a copy of the DRP to Yahoo upon request and (b) periodically update and test the operability of the DRP. In event of any Disaster, Vendor will implement the DRP and otherwise use all necessary continuous efforts to reinstate the affected SaaS Services as quickly as possible. When implementing the DRP, Vendor will treat Yahoo with substantially the same or greater priority as any other similarly situated customer (including with respect to any available resources, personnel and other efforts) and will be solely responsible for any expenses arising from implementation of the DRP.
  3. Representations and Warranties.
    1. Representations and Warranties. Each party represents and warrants to the other that it has the full right and power to enter into and perform under the Agreement, without any third party consents or conflicts with any other agreement. Vendor further represents and warrants that: (a) it will provide the SaaS Services in accordance with the Agreement (including the Service Level Agreement) and in material conformance with its generally published specifications and the descriptions in the applicable SOW (the “Performance Warranty”); (b) the SaaS Services and Vendor’s performance hereunder will comply at all times with all applicable laws, regulations, and orders, including those relating to privacy and data protection (“Laws”); (c) use of the SaaS Services and any Output will not introduce into any Yahoo Systems (and the Client Code will not contain) any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code; (d) except for any license keys or authorization codes disclosed to Yahoo in connection with the SaaS Services, the Client Code will not contain any software disabling devices, time-out devices, counter devices or devices intended to collect data regarding usage of the Client Code; (e) use of the SaaS Services (including any Client Code) will not subject Yahoo to any additional terms, license agreement or attribution requirements not expressly specified in the Agreement; (f) the SaaS Services (and Yahoo’s use thereof) do not and will not infringe, violate, or misappropriate the intellectual property rights of any third party; (g) there are no pending or threatened claims pertaining to the SaaS Services or that would otherwise prevent Vendor from fulfilling its obligations under the Agreement (and Vendor will promptly notify Yahoo in event of such a claim); and (h) except for its express termination rights hereunder, Vendor will not disable or interfere with Yahoo’s use of or access to the SaaS Services.
    2. Remedy of Defects. If Yahoo reports a breach of the Performance Warranty, Vendor will, without charge, correct or repair the SaaS Services so that it conforms to the Performance Warranty. If Vendor is unable to make the SaaS Services operate as warranted within ten (10) days after Yahoo’s notice, then Yahoo may terminate the Agreement and/or the applicable SOW and Vendor will refund to Yahoo any prepaid fees for the terminated period and for the period in which the SaaS Services did not meet the warranty. Other than any remedies available to Yahoo in the SLA, this Section 3.2 sets forth Vendor’s sole and exclusive liability, and Yahoo’s sole and exclusive remedy, for any breach of the Performance Warranty by Vendor.
    3. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THE AGREEMENT AND SLA, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  4. Payment. Yahoo will pay the fees specified in the applicable SOW. Payment will be made ninety (90) days after Yahoo’s receipt and approval of an invoice referencing the applicable PO number and itemizing all of Vendors’ fees and charges (and subject to any agreed-upon discounts). Vendor will be solely responsible for all taxes relating to the SaaS Services. Yahoo may withhold amounts disputed in good faith while the parties attempt to resolve the dispute, and this will not constitute a breach. Unless specified in the applicable SOW, if Vendor is providing Setup Services, Vendor will not invoice Yahoo for the Setup Services or the associated SaaS Services (and Yahoo will not incur any fees) until Yahoo notifies Vendor that the Setup Services have been successfully completed in accordance with the SOW and otherwise so as to enable Yahoo to use the SaaS Services as contemplated in the Agreement and the applicable SOW. No Vendor expenses will be reimbursed unless specified in the applicable SOW; in any event, all reimbursable expenses must be pre-approved in writing by Yahoo and meet any expense policy that Yahoo may provide. Yahoo will have no obligation to pay any fees that Vendor fails to invoice within one hundred twenty (120) days after the fees were incurred. There are no fees or other charges or amounts due to Vendor except as stated in this paragraph.
  5. Term and Termination.
    1. Term. The Agreement starts on the Effective Date and will continue until expiration or termination of all Subscription Terms (the “Term”) unless earlier terminated as provided herein.
    2. Termination. Either party may terminate the Agreement (including all SOWs) if the other party fails to cure any material breach of the Agreement within thirty (30) days after written notice of the breach. Yahoo may terminate the Agreement and/or any SOW at any time for convenience by giving Vendor thirty (30) days’ written notice. If Vendor is seeking to terminate based on Yahoo’s failure to pay undisputed fees due hereunder, (a) Vendor will provide a payment reminder with an additional thirty (30) days to cure before sending a breach notice as described above and (b) regardless of any termination, if Yahoo subsequently pays all such fees, Vendor will promptly reinstate Yahoo’s access to the SaaS Services. If Yahoo terminates for breach by Vendor, Vendor will promptly refund to Yahoo any prepaid fees for the terminated period. Except where an exclusive remedy may be specified, the exercise by either party of any remedy under the Agreement, including termination, will be without prejudice to any other remedies it may have under the Agreement, by law or otherwise.
    3. Effect of Termination. Upon any termination or expiration of the Agreement: (a) all provisions will survive except Yahoo’s right to access and use the SaaS Services and (b) each party (as recipient) will return the other party’s Confidential Information or destroy it and certify destruction. Notwithstanding the foregoing, Yahoo will have a reasonable period of time after termination or expiration to remove any Client Code from the Yahoo Systems; provided, however, that Yahoo will not be required to remove any Client Code included in any end user applications (e.g. mobile or desktop applications).
  6. Independent Contractor. Vendor is an independent contractor of Yahoo and not an employee, partner, agent or joint venture partner. Vendor is solely responsible and liable for its own taxes, insurance premiums and employment benefits. No Vendor employee is eligible for any benefits (including stock options, health insurance or retirement benefits) provided by Yahoo to its employees. Vendor will not make any commitment binding on Yahoo or represent that it has authority to do so.
  7. Insurance. Vendor will comply with the following insurance provisions:
    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 equal to or greater than $2,000,000 per occurrence for bodily injury and property damage 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, and (iv) personal injury liability/advertising injury; (b) (if Vendor has access to Yahoo’s financial systems, any financial data or physical assets, including money and securities), fidelity/ commercial crime insurance providing coverage for third party assets and naming Yahoo Inc. as a loss payee, with policy limits equal to or greater than $3,000,000; (c) (if Vendor has access to Yahoo confidential/proprietary information or such data relevant to Yahoo customers, or is providing any type of media services, professional liability/errors and omissions and cyber liability, with policy limits equal to or greater than $3,000,000 each claim, with  coverage including: defamation, copyright infringement, trademark, and trade dress, loss of data, invasion of privacy, network security liability, theft, unauthorized disclosure, alteration, corruption, destruction or deletion of information stored or processed on a computer system, the failure to prevent the transmission of malicious code or malware (intentional or unintentional), data breach response, including remediation expenses, and infringement upon materials used in the project or provision of services  (d) automobile liability insurance, covering all owned, hired and non-owned automobiles with policy limits equal to or greater than $2,000,000 combined single limit each accident for bodily injury and property damage; (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 change 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 Inc., Yahoo Holdings Inc. and their respective subsidiaries, directors and employees shall be included as an additional insured under Vendor’s policies, except for the fidelity/commercial crime and workers compensation/employers 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 non-contributory 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 mailed to: Yahoo Inc., Procurement Department, 14010 FNB Parkway, Omaha, NE 68154, USA.
    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.
  8. Yahoo Data and Yahoo Systems.
    1. Use and Protection of Yahoo Data. Vendor may use Yahoo Data solely to the extent necessary to provide the SaaS Services to Yahoo and for no other purpose. Except as may be expressly stated in the applicable SOW, Vendor will not sell, disclose, or share any Yahoo Data (or any part or derivative thereof) with anyone else. Vendor will implement and maintain industry best-practice information security policies and processes (including technical, administrative and physical safeguards) that prevent unauthorized access to or use or disclosure of the SaaS Services or any Yahoo Data.
    2. Personal Information. To the extent any Yahoo Data includes Personal Information, then Vendor agrees to comply with all Laws relating to privacy and data protection as well as any specific Yahoo instructions regarding Personal Information. To the extent that the Yahoo Data (including in any PO or SOW) relates to any Personal Information from Users located in the European Union, 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 legal.yahoo.com/us/en/yahoo/terms/vendor/dataprocessingagr/index.html, which shall be deemed to form part of these SaaS Terms in such event; and (c) agrees to process any Personal Information transferred to or collected by Vendor only as a data processor (as such terms are defined in the EU Data Protection Directive 95/46/EC) on behalf of Yahoo.
    3. Security Breach. Vendor will notify Yahoo immediately in writing upon discovery of any suspected or actual breach or compromise of any Yahoo Data’s security or confidentiality. This notification will describe the breach, the status of Vendor’s investigation, and, if applicable, the potential number of persons affected. Vendor will be solely responsible for all costs associated with any security breach (including, if applicable, for notices to and credit monitoring for affected individuals). Vendor will not communicate with any third party regarding any security breach except as specified by Yahoo.
    4. Access to Yahoo Systems and Facilities. Vendor may access any Yahoo Systems or Yahoo facilities (to the extent permitted by Yahoo in its discretion) only to provide the SaaS Services. Any access is limited to the time periods and personnel specified by Yahoo and is subject to Yahoo’s security and other policies. Other access is expressly prohibited. Vendor will be solely liable for its acts or omissions while accessing any Yahoo Systems and facilities.
    5. Return of Yahoo Data. During the Term and for three (3) months thereafter, at Yahoo’s request, Vendor will provide a file of all Yahoo Data in a standard format specified by Yahoo. Thereafter, unless legally prohibited, Vendor will delete all Yahoo Data in its possession or control.
    6. Rights to Yahoo Data and Output. Yahoo owns all right, title and interest (including all intellectual property rights) in and to the Yahoo Data. Yahoo will also own all Output, except any templates or pre-existing materials of Vendor, and Yahoo may use the Output for any purpose. Vendor will handle Output according to the same terms and conditions herein as for Yahoo Data.
    7. Security Terms. Vendor will also comply with Yahoo’s Network Information Security Terms (“Network Security Terms”), available at legal.yahoo.com/us/en/yahoo/terms/vendor/networksecurity/index.html, which are incorporated by reference into these SaaS Terms; provided that if there is a conflict between these SaaS Terms and the Network Security Terms, the Network Security Terms will prevail. 
       
  9. Reports and Audits. Vendor will maintain (for one (1) year after the Agreement ends) complete and accurate records relating to its provision of the SaaS Services, including fees charged hereunder and its compliance with Section 8 (Yahoo Data and Yahoo Systems). Yahoo may audit such records during regular business hours, with reasonable advance notice and subject to reasonable confidentiality procedures. Yahoo may not audit Vendor more than once annually unless an audit reveals a noncompliance or is needed to satisfy Yahoo’s own legal compliance obligations or (if applicable) obligations as a publicly-traded company. In addition, Vendor represents, warrants, and covenants that it has completed an SSAE 16 Type II audit, within the calendar year prior to the Effective Date, and will provide Yahoo a copy of the report upon request. During the Term, Vendor will continue to undergo SSAE 16 Type II audits on an annual basis and provide Yahoo copies of such reports on or before November 30th of each calendar year at no cost to Yahoo. Notwithstanding the foregoing, if Yahoo discovers errors in the SSAE 16 report or if the SSAE 16 report is incomplete or delivered after the deadline set forth in this Section, Vendor hereby grants Yahoo access to Vendor’s Information Systems, records, and facilities to conduct an audit.
  10. Limitation of Liability. EXCEPT FOR ANY CLAIMS OR LIABILITIES ARISING UNDER SECTION 8 (Yahoo DATA AND Yahoo SYSTEMS) OR SECTION 11 (CONFIDENTIAL INFORMATION) OR VENDOR’S INDEMNIFICATION OBLIGATIONS UNDER THE AGREEMENT: (A) NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) NEITHER PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL EXCEED THREE MILLION U.S. DOLLARS (U.S. $3,000,000).
  11. Confidential Information. “Confidential Information” means information disclosed by one party to the other that is marked as confidential or proprietary or that ought reasonably to be understood as confidential or proprietary. All Yahoo Data and Output is deemed Yahoo’s Confidential Information. Confidential Information excludes information that the recipient already lawfully knew, that becomes public through no fault of the recipient, that was independently developed by the recipient or that was rightfully obtained by the recipient from a third party. The recipient agrees not to disclose Confidential Information except to its Affiliates, employees and agents who need to know it and have agreed in writing to keep it confidential. Only those parties may use the Confidential Information, and only to exercise the recipient’s rights and fulfill its obligations under the Agreement, while using at least a reasonable degree of care to protect it. The recipient may also disclose Confidential Information to the extent required by law after providing reasonable notice to the discloser and cooperating to obtain confidential treatment. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the disclosing party may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.
     
  12. No Publicity. Vendor will not publicly announce the Agreement or the parties’ relationship or use Yahoo’s name, logo or marks without Yahoo’s written pre-approval in each case.
  13. Indemnification. Vendor will indemnify, defend and hold harmless Yahoo and its Affiliates (including its and their respective directors, officers, employees and agents) from and against any and all third party claims, demands, losses, costs, expenses, damages and liabilities (including reasonable attorneys’ fees) (“Claims”) arising from or relating to: (a) any infringement or alleged infringement by the SaaS Services or Yahoo’s use thereof of any third-party intellectual property right, (b) any failure to comply with Laws or a breach of Section 8 (Yahoo Data and Yahoo Systems), or (c) any personal injury or property damage caused by the negligence or willful misconduct of Vendor (including its employees, agents and subcontractors). Yahoo will give Vendor prompt written notice of any Claim and will cooperate in relation to the Claim at Vendor’s expense. Vendor will have the exclusive right to control and settle any Claim, except that Vendor may not settle a Claim without Yahoo’s prior written consent (not to be unreasonably withheld) if the settlement requires Yahoo to admit any liability or take any action or refrain from taking any action (other than ceasing use of infringing materials). Yahoo may participate in the defense of any Claim at its expense.
  14. No Gratuity. Vendor represents, warrants, and covenants that no officer, director, or employee of Yahoo, or any of their immediate family members: (a) has received or will receive anything of value of any kind from Vendor in connection with the Agreement; or (b) has a business relationship of any kind with Vendor.
  15. 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.
     
  16. 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 not nor cause the export, re-export, resale, diversion, directly or indirectly, of any export-controlled items, software, or technology to any country or entity for which the Government of the United States or other applicable countries requires an export license or other governmental approval without first obtaining such license or approval. Vendor represents and warrants that neither Vendor nor its agents are identified on any government export exclusion lists, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists. 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 U.S. Government export exclusion lists
  17. 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, veteran status 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.
  18. Notices. All notices will be in writing, and delivered by overnight courier or mailed, first-class postage prepaid, or sent by facsimile with confirmation of transmission, to the recipients as set forth below:
    Yahoo Notice Addresses

    Yahoo Inc.
    Director, Global Procurement
    14010 FNB Parkway
    Omaha, NE 68154, USA

    With a copy to:
    Yahoo Inc.
    Deputy General Counsel of Transactions
    770 Broadway
    New York, NY 10003, USA

    Email:  legalnotices@yahooinc.com

    Vendor Notice Address: at the address set forth on the applicable SOW.  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; (b) five (5) days after the day deposited with the United States Postal Service; or (c) the day transmitted by confirmed facsimile transmission, if transmitted during normal business hours. Either party may update its notice address by sending written notice of such change to the other party as set forth in this Section.

  19. Export Control. Vendor will not export, re-export, resell, ship, divert, or cause to be exported, re-exported, resold, shipped, or diverted directly or indirectly any regulated material, including technical data, to any country for which the U.S. Government, any agency thereof, or any other sovereign government, requires an export license or other governmental approval without first obtaining such license or approval. Vendor will provide Yahoo with all information that may be required to comply with all export laws, including applicable export control classification numbers, and documentation substantiating U.S. and foreign regulatory approvals. Under the U.S. Export Administration Regulations, 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 U.S. Government export exclusion lists.
  20. General. Neither party may assign the Agreement (in whole or in part) without the other party’s prior written consent, except that 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, to any Affiliate(s) (or any successors in interest) of Yahoo 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, to any Affiliate(s) (or any successors in interest) of Yahoo, the term “Yahoo” as used in this Agreement shall be deemed to refer exclusively to any such Affiliate(s) (or any successors in interest) of Yahoo as a party to this Agreement. Non-permitted assignments are void. If any provision is found to be unenforceable, it (and related provisions) will be interpreted to best accomplish the parties’ intended purpose. In these SaaS Terms, “including” means “including without limitation” (and similar terms will be construed without limitation) and headings are for convenience only and will not affect interpretation. Waivers of any breaches of the Agreement must be signed by the waiving party and one waiver will not imply any future waiver. The Agreement will be deemed to have been made in, and will be construed pursuant to the laws of, 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. The Agreement is non-exclusive; nothing herein prohibits Yahoo from creating or offering any similar product or service or entering into any similar agreement with any other party. At Yahoo’s reasonable request, Vendor will cooperate in good faith and in a timely manner with Yahoo’s other vendors to allow them to efficiently perform services for Yahoo. The Agreement (which includes these SaaS Terms together with any executed SOWs and exhibits and attachments to such SOWs) is the parties’ entire agreement regarding its subject matter and supersedes and cancels all previous agreements and communications (written or oral) relating to its subject matter. No online (clickwrap, browsewrap, or other) posted terms of service or privacy policy of Vendor, or ordering document of Vendor, applies to Yahoo or its users. In the event of a conflict between the provisions of these SaaS Terms and any PO, SOW, or Change Order, the provisions of these SaaS Terms will control. A PO, SOW, or Change Order may amend these SaaS Terms only if the amended terms contained in such PO, SOW, or Change Order (a) apply only to the individual PO, SOW, or Change Order and not to any other PO, SOW or Change Order; and (b) specifically identify the provision(s) of these SaaS Terms they amend. Yahoo may amend these SaaS Terms at any time by posting such amended SaaS Terms on the applicable Yahoo Company Website or by email, and such revised SaaS Terms will supersede and replace the earlier SaaS Terms. Any provision of Services or receipt of payment from Yahoo after such amendment will be deemed to be acceptance by Vendor of the amended SaaS Terms. Any other amendments to these SaaS Terms must be in writing and signed by both parties.
  21. Definitions.

    Affiliate” means Yahoo Inc. and any company controlled by. Controlling or under common control with Yahoo Inc., including but not limited to, Yahoo Inc., Yahoo Holdings Inc., and Yahoo Netherlands B.V.

    Client Code” means certain software made available by Vendor to be used in connection with the SaaS Services, including any updates, upgrades or new releases. Except as otherwise specified, references to the “SaaS Services” include all Client Code.

    Downtime” means any period of time when the SaaS Services are not available for use, except for scheduled downtime. Scheduled downtime must: (a) be announced to Yahoo at least seventy-two (72) hours in advance; (b) occur outside the hours of 6 a.m. to 11 p.m. Monday through Friday Pacific Time; (c) not exceed two (2) hours in any twenty-four (24)-hour period; and (d) not exceed four (4) hours in any calendar month.

    Effective Date” means the date that the parties mutually execute the initial SOW.

    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. “Output” means any reports or other output of the SaaS Services.

    Personal Information” or “PII” or “Personally Identifiable 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” 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.

    SaaS Service(s)” means Vendor’s hosted service(s) described in the applicable SOW.

    Yahoo Data” means any data that is provided by Yahoo to Vendor (including through the SaaS Services) or accessed or processed by Vendor on behalf of Yahoo, including any Personal Information.

    Yahoo Systems” means any software, hardware, or systems of Yahoo or its Affiliates or contractors.


This SaaS Terms was last updated May 2, 2022.