Yahoo Trademark License Terms for Vendors

These Yahoo Trademark License Terms for Vendors (“Trademark Terms”) effective as of the date of the PO or SOW under which Yahoo Inc., and/or its Affiliates and Subsidiaries, including but not limited to Yahoo Holdings Inc. and Yahoo Inc. (collectively “Yahoo”), has agreed to grant Vendor the rights outlined herein are subject to the Vendor Master Terms and Conditions located at https://www.legal.yahoo.com/us/en/yahoo/terms/vendor/mastertnc/index.html  (“VMTC” or “Vendor MTC”) and are part of the Agreement. Except for terms defined herein, capitalized terms used herein are defined in the Vendor Master Terms and Conditions. 

1. Yahoo Trademark License. Subject to Vendor’s strict compliance with the Agreement, Yahoo grants Vendor a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free license, for the SOW Term or until completion of the Services ordered solely in connection with a PO, to use the designated trademarks owned by Yahoo and its Affiliates (“Yahoo Marks”) in the form delivered by Yahoo, only for the territory in which Services will be delivered, and only as reasonably necessary to perform Services.
2. General Guidelines For Use Of Yahoo Marks.
   
   1. Brand Guidelines. Vendor will comply with any of Yahoo’s brand guidelines or requirements that Yahoo may require (“Yahoo Marks Guidelines”). From time to time during the term of these Trademark Terms, Yahoo may provide to Vendor written guidelines as to the size, typeface, colors, and other graphic characteristics of the Yahoo Marks, which upon delivery to the Vendor will be deemed to be incorporated into these Trademark Terms and into the Yahoo Marks Guidelines. Upon Yahoo’s request, Vendor will promptly remove or replace any Yahoo Mark.
   2. Approval.
      
      1. Every use, display (including the size, place, and manner), and/or reproduction of any Yahoo Mark must be in accordance with the Agreement and pre-approved in writing by the Yahoo Project Manager or Yahoo’s Brand Marketing Team. Vendor may request approval by sending a letter, as outlined below (the “Request for Approval”) and emailing it to the Yahoo Project Manager at the address stated in the SOW and/or Yahoo Brand Marketing at brandidentity@yahooinc.com. Vendor must also include a complete sample of each proposed use. Yahoo's Brand Marketing Team will typically review a request and respond within ten (10) business days, but is under no obligation to respond. Vendor may not and will not use any Yahoo Mark for any specific use unless and until Yahoo has granted its specific approval and any and all conditions of such approval have been fulfilled by Vendor.
      2. Form of Request for Approval Letter. Any request for approval will include the following required information:
         1. Exact name and title of organization and/or person requesting permission;
         2. Your contact information (e-mail, phone, fax, mailing address);
         3. The name of the Yahoo Project Manager;
         4. Attach layout/sample of visual that features any Yahoo Mark;
         5. Samples and specific description of materials in or upon which any Yahoo Mark will appear;
         6. Distribution plans for materials (what territory, what are requested channels of distribution, for physical materials how many copies will be created and distributed, for electronic materials how many recipients will receive them, how long will materials will be offered for distribution);
         7. A copy of the SOW and any applicable terms and conditions related to such use; and
         8. Any questions concerning Vendor’s request.
   3. Restrictions upon Use. The Yahoo Marks will not be presented or used: (i) in a manner that suggests that editorial content has been authored by, or represents the views or opinions of Yahoo; (ii) in a manner as to imply affiliation with or sponsorship, endorsement or approval by Yahoo of Vendor or Vendor’s products or services, (iii) in conjunction with any other trademark, service mark, brand name, logo or design such that it creates a new mark or brand, (iv) in a manner that is misleading, defamatory, libelous, obscene, infringing or otherwise objectionable; (v) in connection with any material that infringes the trademark, copyright or any other rights of any third party; (vi) as part of a name of a product or service of any company other than Yahoo; or (vii) in a manner that infringes, derogates, dilutes, or impairs the rights of Yahoo in the Yahoo Marks. Yahoo will have complete discretion to evaluate Vendor's use and to decide whether that use violates any of the foregoing restrictions.
   4. Use for Yahoo's Benefit. Any use of the Yahoo Marks will inure to the benefit of Yahoo or to its Affiliation or Subsidiary that owns the Yahoo Mark.  By using the Yahoo Marks pursuant to Yahoo's approval, Vendor acknowledges Yahoo's ownership of all Yahoo Marks and warrants that it will not take any action which is inconsistent with Yahoo's ownership.
   5. Nonexclusive Remedy. The Vendor will make any changes to its use of the Yahoo Marks as are requested by Yahoo, and if such changes are not made Vendor agrees that at Yahoo’s request, Vendor will immediately cease use of the Yahoo Marks, promptly recall, at Vendor’s cost, any materials bearing the Yahoo Marks, and return to Yahoo any and all materials bearing the Yahoo Marks. This remedy is in addition to any other legal remedies to which Yahoo may be entitled in relation to Vendor's use of Yahoo Marks.
3. Ownership. Vendor’s use of any Yahoo Mark does not confer or imply any ownership, goodwill, or other rights in the Yahoo Marks. Vendor recognizes the unique value, goodwill, and, where relevant, secondary meaning, associated with the Yahoo Marks. All rights, title, and interests in the Yahoo Marks and the goodwill pertaining thereto automatically vests in Yahoo or in the Yahoo Affiliate or Subsidiary that owns the relevant Yahoo Mark, and at all times will remain owned by and in the name of the Yahoo or by and in the name of the Yahoo Affiliate or Subsidiary that owns the relevant Yahoo Mark. Vendor will not contest the validity of any ownership of any Yahoo Mark by Yahoo or the Yahoo Affiliate or Subsidiary that owns the relevant Yahoo Mark. Vendor will not, in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name; trademark; service mark; product or service name; domain name; social media handle; or app name, logo or description; or other indication of origin, any trademark or any word, slogan, symbol, logo, device, or combination thereof confusingly similar to any Yahoo Mark. Vendor agrees that upon expiration or termination of the SOW or completion of Services purchased by PO alone, Vendor will immediately stop using the Yahoo Marks and promptly return to Yahoo all materials and inventory bearing the Yahoo Marks.
4. Quality Assurance Standards. From time to time during the Term and once within six (6) months after the termination or expiration of the applicable SOW or completion of Services ordered solely in connection with a PO, under which Vendor is granted the right to use the Yahoo Marks, Yahoo may inspect and audit Vendor’s use of the Yahoo Marks. Yahoo will provide Vendor with reasonable notice prior to such audit and any such inspection and audit will be conducted during regular business hours. If an audit reveals any breach of the Trademark Terms, in addition to any other remedies Yahoo may have, Yahoo may terminate these Trademark Terms, effective immediately without any right to cure, and Vendor will reimburse Yahoo for the cost of its audit, immediately cease all use of the Yahoo Marks, promptly recall, at Vendor’s cost, any materials bearing the improper use of the Yahoo Marks, and return to Yahoo any and all materials bearing the Yahoo Marks.
5. Additional Terms for Yahoo Branded Deliverables. Prior to producing any Yahoo Branded Deliverable, Vendor will submit color production samples for Yahoo’s inspection and approval. Yahoo, in its discretion may approve, reject or seek modification of any sample. “Yahoo Branded Deliverable” means a Deliverable that will or is intended to, as outlined in a PO or SOW, bear a Yahoo Mark. Vendor agrees that it will not take any action regarding any Yahoo Branded Deliverable until Yahoo gives written approval of the sample Yahoo Branded Deliverable. Any Yahoo Branded Deliverable so approved by Yahoo will be produced exactly as approved without any changes whatsoever. Yahoo will not be required to accept or pay any fees or costs related to or arising from the production of any Yahoo Branded Deliverable that does not conform to the approved sample of such Yahoo Branded Deliverable.
6. Precedence. Except as indicated herein, terms in these Trademark Terms supplement, but do not replace, terms in the Vendor MTC. In the case of inconsistency or conflict between the provisions of these Trademark Terms and the Vendor MTC, the provisions of these Trademark Terms will control, and in no event may a SOW or Change Order may amend or alter these Trademark Terms.

***
These Trademark Terms were last updated on February 1, 2020.