Yahoo Germany RYOT Studio Services Programme Terms
- USE. These RYOT Studio Programme Terms ("RYOT Studio Terms") apply where Yahoo agrees to provide the services described in the RYOT Studio Project Schedule (“Yahoo RYOT Studio Services”) in connection with the Platform and the Campaign. These RYOT Studio Terms are "Programme Terms" for the purposes of Yahoo’s Advertising Terms and Conditions (accessible here: https://policies.yahoo.com/ie/de/yahoo/terms/advertising/index.htm) (“Advertising Terms and Conditions”) and are incorporated by reference into the Advertising Terms and Conditions, and together with the terms and conditions of any applicable Insertion Orders, the Project Schedule and the Advertising Terms and Conditions, form the "Agreement" (as defined in the Advertising Terms and Conditions). Notwithstanding Section 7 (paragraph 3) (Use of Information) of the Advertising Terms and Conditions, if there is any conflict or inconsistency between the Project Schedule, the RYOT Studio Terms, the Advertising Terms and Conditions and/or any Insertion Order booked by you as part of the Campaign (“Campaign IO”), the conflict shall be resolved to the extent necessary to do so according to the following order of precedence: (1) the Project Schedule; (2) the Campaign IO; (3) the RYOT Studio Terms; and (4) the Advertising Terms and Conditions.
- INTERPRETATION. “Advertiser” means the company named in the advertiser details section of the Project Schedule; “Advertiser Brand” means the Advertiser’s brand name and/or logo, including all trademarks, names and service marks, logos, domain names, catchphrases, designs, audiovisual work, texts, software, sound, images whether animated or not, photographs, drawings, graphics, look and feel, typography or colours, whether registered or unregistered or protected under any intellectual property legal system or statute in the world, which derive from the Advertiser’s name and/or the logo and, if the Project Schedule states that Advertiser owns the Platform Brand, the Platform Brand; “Advertiser Content” means any Content which is developed and provided by, or on behalf of, you for display on the Platform, including that described in the Project Schedule (which, for the avoidance of doubt, includes the i-Frame Site, if applicable, but excludes Yahoo Content); “Advertiser Websites” means the sites or the internet pages owned or operated by Advertiser under the Advertiser Brand and/or any other URL that may replace them, including any and all mirrored sites; “Campaign Term” means the period starting on the first date display advertising is delivered pursuant to Campaign IO(s) and ending on the last date display advertising is delivered pursuant to Campaign IO(s); “Content” means all content and data (including editorial and advertorial text, design, audiovisual works, software, sound, photographs, typography images whether moving or not, photographs, articles, drawings, graphics) to be included or potentially included in the Platform and/or used or potentially used in relation to the Yahoo RYOT Studio Services, including Yahoo Content, Advertiser Content and Event Content; “Event Content” means the Live Stream Content and the Live Marketing Event Content; “Live Marketing Event Content” means any Content that is provided by you and/or the Advertiser to Yahoo in relation to the Live Marketing Event; “Platform” means the site or internet pages hosted on the Yahoo Company Sites and notified by Yahoo to you; “Yahoo Content” means Content which is developed and provided by, or on behalf of, Yahoo for display on the Platform (which, for the avoidance of doubt, excludes Advertiser Content but includes any Yahoo Content stated in the Project Schedule). Terms defined in the Advertising Terms and Conditions will have the same meanings as given to them in the Advertising Terms and Conditions when used in these RYOT Studio Terms. Unless otherwise specified or required by the context other capitalised words and expressions used shall have the meanings given to them in the Project Schedule. All consents or approvals required to be given or obtained in connection with the Yahoo RYOT Studio Services shall be given or obtained in writing (which includes e-mail).
- TERM. The Yahoo RYOT Studio Services will commence on the earlier of (i) the date the Project Schedule is executed; or (ii) the date the first Campaign IO is executed and, unless terminated earlier in accordance with clause 10, will terminate automatically at the end of the Platform Term.
- MINIMUM REVENUE COMMITMENT. You shall book display advertising (which for the avoidance of doubt excludes paid and sponsored search advertising but includes Premium, Audience, Gemini Native Tumblr) for the Campaign (“Campaign Advertising”) that generates at least the value of the Minimum Revenue Commitment during the Platform Term, in accordance with the IO Booking Process and any agreed media plan. Yahoo will invoice you for costs incurred pursuant to the Campaign IOs, and you will pay all invoiced amounts in full, in accordance with the Advertising Terms and Conditions. Where the Minimum Revenue Commitment is stated as “Gross” it means all amounts actually received by Yahoo (exclusive of VAT or equivalent) in respect of Campaign Advertising but excluding any amounts received by Yahoo in respect of: (i) Campaign Advertising booked using inventory value given to you pursuant to any separate agreement between you and Yahoo (or either parties' Affiliates); and (ii) any amounts paid by you in respect of production, design and/or development costs associated with the Platform. Where the Minimum Revenue Commitment is stated as “Net” it means the Gross figure less: (i) any taxes that are applicable to such revenue; and (ii) any agency discounts and/or adjustments and any other fees or commissions (if any) payable by Yahoo in respect of Campaign Advertising (including debt collectors’ fees and legal fees);
- YAHOO RYOT STUDIO SERVICES.
2. Platform Design Services. Where the Project Schedule states that Yahoo will provide Platform Design Services, Yahoo will: (i) design the Platform in accordance with the Theme, and ensure that Content is based around the Theme; (ii) ensure that the pages of the Platform are substantially the same as any finally agreed mock-ups, and include any Platform Features; (iii) use reasonable endeavours to ensure that the Platform is hosted at the Platform Location; (iv) insert and display the Yahoo Content stated in the Project Schedule (Yahoo will confirm live dates for individual items of Yahoo Content during the Platform Term); and (iii) if applicable and subject to clause 1, insert and display Advertiser Content on the Platform.
3. Content Creation Services. Where the Project Schedule states that Yahoo will provide Content Creation Services, Yahoo will create or commission a third party to create the Yahoo Content stated in the Project Schedule.
4. Content Curation Services. Subject to clause 1, where the Project Schedule states that Yahoo will provide Content Curation Services, Yahoo will curate all Content which may include: (i) uploading Content; (ii) editing existing Content; (iii) deleting existing Content; and (iv) re-blogging Content to the Platform.
5. UGC Moderation Services. Where the Project Schedule states that Yahoo will provide UGC Moderation Services, during the Platform Term Yahoo will (i) moderate all Content submitted and/or generated by users (“User Generated Content” or “UGC”) before such UGC is displayed on the Platform, in accordance with any moderation guidelines agreed with you; and (ii) notify users that UGC will be moderated pre-publication.
6. Ad Creative Design Services. Where the Project Schedule states that Yahoo will provide Ad Creative Design Services, Yahoo will design and develop display ad creative to be displayed on the Platform as part of the Campaign (the format and volume of which will be agreed by you and Yahoo) (“Campaign Ad Creative”). You will provide Yahoo with all Advertiser Brand assets that Yahoo needs to design the Campaign Ad Creative in the timescales set by Yahoo. Before displaying the Campaign Ad Creative on the Platform, Yahoo will provide you with the Campaign Ad Creative to approve. If you approve the Campaign Ad Creative, Yahoo may display the Campaign Ad Creative on the Platform. If you want the Campaign Ad Creative to be amended before it is displayed, Yahoo will discuss those changes with you and provide you with revised Campaign Ad Creative for approval. You acknowledge and agree that Yahoo is not required to display Campaign Ad Creative that has not been approved by you and Yahoo will have no liability to you (including in respect of any failure to reach any performance target) arising out of any failure or delay by you to provide Advertiser Brand assets or to approve Campaign Ad Creative. Any Campaign Ad Creative designed by Yahoo and approved by you will be “Advertiser Materials” for the purposes of the Advertising Terms and Conditions.
7. Brand Awareness Study Services. Where the Project Schedule states that Yahoo will provide Brand Awareness Study Services, following the end of the Campaign Term, Yahoo will provide you with a brand awareness study to assess how selected users have engaged with the Platform and Campaign, and to explore the impact that the Campaign has had on users, from both a brand and editorial perspective. You acknowledge and agree that the study is provided on an “as-is” basis and Yahoo and Yahoo Entities make no representation or warranty in respect of the study, including any representation or warranty regarding the accuracy, completeness or fitness for purpose of the study.
8. Ad Effectiveness Study Services. Where the Project Schedule states that Yahoo will provide Ad Effectiveness Study Services, following the end of the Campaign Term, Yahoo will provide you with an ad effectiveness study that assesses the effectiveness of Campaign Advertising, including brand uplift, purchase intent, recommendation and consideration. You acknowledge and agree that the study is provided on an “as-is” basis and Yahoo and Yahoo Entities make no representation or warranty in respect of the study, including any representation or warranty regarding the accuracy, completeness or fitness for purpose of the study.
10. Live Stream Services. Where the Project Schedule states that Yahoo will provide Live Stream services: (i) there will be a live offline event(s), including the events described in the Project Schedule (“Live Stream Event”); (ii) Yahoo and Yahoo Entities will have the right to host, stream, link to and promote any Content which is developed and provided by you and/or Advertiser to Yahoo in relation to the Live Stream Event, including the Live Stream Content, on the Yahoo Properties within the Live Stream Territory; and (iii) you or the Advertiser will provide the Live Stream Content to Yahoo on the date of the Live Stream Event in real time and in the Live Stream Delivery Format. During the Live Stream Licence Period, you shall provide or procure technical support, as reasonably requested by Yahoo or the Yahoo Entities, in connection with the exercise of any licences granted to Yahoo or the Yahoo Entities under clause 12, and ensure that the Live Stream Content is of commercially acceptable standard (as determined by reference to other content on the Yahoo Properties and internet industry standards) and complies with all applicable laws and regulations. Yahoo will be responsible for all technical and background costs associated with hosting the Live Stream Content on the Yahoo Properties, including encoding the Live Stream Content and any additional bandwidth charges. Yahoo will make no contribution to the cost of production of the Live Stream Content.
11. Live Marketing Event Services. Where the Project Schedule states that Yahoo will provide Live Marketing Event services, during the Campaign Term, Yahoo shall work with you and/or the Advertiser to promote the Live Marketing Event. You agree that Yahoo will be allowed to display the Yahoo brand at the Live Marketing Event.
12. Yahoo Content Syndication Services. Where the Project Schedule states that there is an agreement to syndicate Yahoo Content, Yahoo will grant you a non-exclusive, timely limited, revocable, non-transferable, royalty free licence to use, copy, encode, store, archive and publicly display ("Use", and "Used" will be interpreted accordingly) the Yahoo Content stated in the Project Schedule (“Syndicated Content”) in the Territory or Territories for the agreed period. This licence is granted subject to the following: (i) you shall not have any rights to edit, modify or adapt any Syndicated Content; (ii) you shall comply with any and all limitations on the Use of Syndicated Content as notified by Yahoo to you from time to time, and with all reasonable instructions from Yahoo in relation to the Use of the Syndicated Content; (iii) the Syndicated Content shall only be Used on the Advertiser Websites; (iv) you shall provide the links, attributions and copyright and other proprietary notices (including trademark notices) in connection with the Use of the Syndicated Content as are notified to you by Yahoo from time to time; and (v) you shall identify Yahoo as the owner or licensee of all Intellectual Property Rights in the Syndicated Content, where applicable. If you are a Representative your rights under this section are sub-licensable to the Advertiser only, subject to the following: (i) you shall ensure that the terms of any sub-licence are in writing and are no less onerous than the terms of these RYOT Studio Terms; (ii) you shall provide Yahoo with a copy of the sub-licence on request; (iii) you shall ensure that the sub-licensee does not have the right to sub-license; and (iv) you shall be liable for all acts and omissions of the sub-licensee and shall indemnify Yahoo and Yahoo Entities against all costs, expenses, claims, loss or damage incurred or suffered by Yahoo and/or Yahoo Entities, or for which Yahoo and/or Yahoo Entities may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill), arising out of any act or omission of any sub-licensee.
13. i-Frame Services. Where the Project Schedule states that Yahoo will i-frame Content provided by (or on behalf of) you, the provisions of clause 7 will apply.
- ADVERTISER BRAND AND CONTENT. Where, during the Platform Term, you provide Yahoo with Advertiser Content, you will ensure that Advertiser Content complies with any requirements stated in the Project Schedule or as otherwise notified by Yahoo to you from time to time. You will also provide Advertiser Brand for Yahoo to display on the Platform and the Yahoo Company Sites in connection with the Campaign and co-operate with Yahoo as reasonably required to enable the smooth operation of the Platform and the proper performance of the Yahoo RYOT Studio Services. All Advertiser Content will be reviewed and, if acceptable, approved by Yahoo before it is displayed on the Platform. If Yahoo exercises its right not to display, to remove and/or to block access to any Advertiser Content, Yahoo will notify you within two (2) Working Days of such decision. You will modify or replace the relevant Advertiser Content, and provide the new Advertiser Content to Yahoo, within two (2) Working Days from such notification. You will not be entitled to any indemnification or compensation of any kind whatsoever from Yahoo in respect of the exercise by Yahoo of its rights to not to display, remove and/or to block access to any Content.
- I-FRAME TERMS
- Yahoo will create a page hosted within the Platform, consisting only of Yahoo’s standard header and footer (“Yahoo Hosted Page”), to display webpages containing Advertiser Content (“i-Frame Site”) for the duration of the i-Frame Term.
- You will:
- design and develop the i-Frame Site in identical style and format, and with identical content, to any mock-ups agreed between you and Yahoo from time to time;
- provide Yahoo with a link that allows the i-Frame Site to be displayed on the Yahoo Hosted Page (“i-Frame Link”) by a date determined by Yahoo, in order for Yahoo to review in accordance with clause 7.4 below;
- host (or procure the hosting of) the i-Frame Site, ensure that the operation and hosting of the i-Frame Site is uninterrupted and free from errors and material defects throughout the i-Frame Term, and comply with industry best practice security measures in relation to systems, servers, applications, data (including personal data and User Data), hosting and storage facilities;
- comply with: (i) the Service Level Agreement set out in Schedule 1; and (ii) the Information Security Agreement set out in Schedule 2; and
- comply with any instructions Yahoo may give about the i-Frame Site, including disabling, amending or removing any or all Content from the iFrame Site immediately upon receiving a request from Yahoo or any of Yahoo Entities.
- To the extent that the i-Frame Content consists of User Generated Content, you will:
- maintain a notice and takedown system that is compliant with the EU E-Commerce Directive and comply with any other laws and regulations applicable to hosts of User Generated Content and other online content; and
- moderate all User Generated Content prior to such Content being displayed on the i-Frame Site.
- When you provide the i-Frame Link to Yahoo, Yahoo will review the i-Frame Site against Yahoo internal policies and requirements, including advertising guidelines, technical specifications, data collection and processing policies and security requirements. You acknowledge and agree that Yahoo has extensive policies concerning the collection, processing and use of any data relating to users (including email address, user name, web address, IP address linked to comment placed online by user, time zone, date and time) (“User Data”) through Yahoo Company Sites and that Yahoo reserves the right in its absolute discretion to reject any i-Frame Site that does not comply strictly with those requirements. Yahoo will notify you as soon as practicable whether:
- the i-Frame Site and the i-Frame Content are approved to be displayed on the Yahoo Hosted Pages;
- the i-Frame Site requires amendment before it can be approved (including editing or removal of any content, inclusion of content disclaimers and/or display of age certification) and if so what amendments are required. If Yahoo requires amendments to be made, you will make the required amendments as soon as practicable and submit the amended i-Frame Site to Yahoo for review in accordance with this clause 7.4; or
- the i-Frame Site is not approved to be displayed on the Yahoo Hosted Page.
- If and when Yahoo approves the i-Frame Site in accordance with clause 7.44.1, Yahoo will implement the i-Frame Link on the Yahoo Hosted Page and, subject to clause 7.6 below, allow users access to the i-Frame Site during the i-Frame Term.
- Yahoo may, in its sole discretion, remove or deactivate any i-Frame Site at any time in the event that: (i) Yahoo, in its sole discretion, determines that you have breached this clause 7; and/or (ii) Yahoo concludes that the i-Frame Site creates a Material Degradation of User Experience (but only to the extent and for so long as the i-Frame Site directly causes such Material Degradation of User Experience). Yahoo will provide you with notice of such removal or deactivation within three (3) Working Days of such removal or deactivation. In the case of action for a Material Degradation of User Experience, Yahoo shall reinsert and/or reactivate the i-Frame Site, as applicable, within five (5) Working Days after the i-Frame Site no longer directly causes any Material Degradation of User Experience, as demonstrated by you to Yahoo’s reasonable satisfaction. “Material Degradation of User Experience” means issues on a Yahoo web page that materially impact the functionality of the page or the user’s ability to view and interact with page; content timing out on the Yahoo domain; ads on a Yahoo web page not loading or loading after significant delay; and functionality of a Yahoo web page being impaired so that the primary page experience does not function properly, such as photo galleries or videos that do not load or do not function as intended.
- REPORTING AND CAMPAIGN PERFORMANCE
- Reporting. Yahoo will use the Yahoo Web Analytics tool ("YWA") and/or Tumblr Business Analytics to track and record the performance of the Campaign and Platform. At the end of the Campaign, Yahoo will provide you with a report and/or presentation on campaign performance, unless otherwise agreed. Any reports provided by Yahoo shall be for your information only, and unless otherwise stated, you will not be entitled to any remedies or compensation in relation to the performance of the Campaign and Platform.
- Performance Measures. If performances measures apply to your Campaign, the Project Schedule will state the type of performance measure and the performance target for the Campaign/Platform. If no performances measures are stated in the Project Schedule then (i) any performances indicators provided by Yahoo are indicative only; (ii) Yahoo will not be bound to meet those performance indicators; and (iii) you will not be entitled to any remedy or compensation in the event that the performance indicators are not met.
- Performance Remedies. If performance remedies apply to your Campaign, the Project Schedule will state the type of performance remedy. If no performance remedies are stated in the Project Schedule, you will not be entitled to any remedy or compensation in the event that any performance targets are not met.
Yahoo may terminate the Yahoo RYOT Studio Services by giving you at least fourteen (14) days’ written notice of termination at any point during the Term. If Yahoo gives you notice of termination, you will have no claim against Yahoo in respect of any failure to achieve any Unique User Target or other performance measures, and no party will have any claim against any other party in respect of the early termination of the Yahoo RYOT Studio Services. The Yahoo RYOT Studio Services will automatically terminate if the Agreement is terminated. For the avoidance of doubt, for the purposes of this clause, the Agreement will be considered to have terminated if all of the Campaign IOs booked under the IO Booking Process have terminated. Termination of an individual Campaign IO shall not constitute termination of the Agreement for the purposes of this clause, unless such Campaign IO is the only Campaign IO to be booked under the IO Booking Process pursuant to the Agreement.
- EFFECTS OF TERMINATION
- Upon termination (for whatever reason) or completion of the Yahoo RYOT Studio Services Yahoo will invoice you for all outstanding amounts incurred pursuant to the Campaign IOs up to the date of termination, and you will pay all amounts owing in respect of the same in accordance with Advertising Terms and Conditions.
- Within one (1) month of termination or completion of the Yahoo RYOT Studio Services:
- Yahoo will cease using Advertiser Brand; and
- you will: (i) remove all access to the pages of the Platform from all Advertiser Websites; (ii) remove the Yahoo Content and any and all references to the same from all Advertiser Websites; and (iii) if applicable, cease using the Yahoo Brand.
- Without prejudice to Section 14 of the Advertising Terms and Conditions, the following clauses of these RYOT Studio Terms will survive the termination or completion of the Yahoo RYOT Studio Services: clause 2 (Interpretation); clause 11 (Effects of Termination), clause 12 (Intellectual Property), and clause 13 (Warranties), together with any other clauses of these RYOT Studio Terms that, expressly or by implication, are intended to survive.
- INTELLECTUAL PROPERTY
- You grant Yahoo and Yahoo Entities a timely limited, irrevocable, non-exclusive, royalty-free, transferable, worldwide right and licence to use, copy, modify, adapt, reformat, reproduce, encode, store, sublicense, distribute, transmit and/or display any part of the Advertiser Content and the Advertiser Brand in connection with any Yahoo Company Sites (including on Tumblr and any mirror site, derivative site or distribution arrangement concerning any Yahoo Company Sites, including co-branded versions of any Yahoo Company Sites) for the purposes of the Campaign. Yahoo will have the right, at its sole discretion to edit any Advertiser Content and to include it with other content.
- Where the Yahoo RYOT Studio Services relate to Tumblr, you acknowledge and agree that (i) Yahoo may upload Advertiser Content to Tumblr; (ii) all Content uploaded to Tumblr is subject to the applicable Tumblr terms and policies, including but not limited to the Tumblr Terms of Service, available here: https://www.tumblr.com/policy/en/terms-of-service (“Tumblr TOS”); (iii) amongst other things, the Tumblr TOS includes a right for users to re-blog and modify Content; and (iv) Yahoo accepts no liability arising out of or in connection with the use of any Advertiser Content that is uploaded to Tumblr, including but not limited to Advertiser Content that is re-blogged.
- Where the Project Schedule states that Yahoo will provide Live Stream services, you grant Yahoo and the Yahoo Entities, during the Live Stream Licence Period and in the Live Stream Territory, a non-exclusive, non-transferable, royalty-free right and licence to use, copy, encode, host, stream, replay, publish, store, transmit, display, communicate, cut to make highlight clips and VODs, or otherwise make available and distribute, the Live Stream Content, on, or in connection with, the Yahoo Properties, including on any Yahoo media player embedded on a third party site.
- Where the Project Schedule states that Yahoo will provide Live Marketing Event services, you grant Yahoo and the Yahoo Entities, during the Campaign Term, a non-exclusive, royalty-free right and licence to use, copy, modify, encode, store, transmit, display, publicly perform or otherwise make available and distribute the Live Marketing Event Content, on the Yahoo Properties in connection with the Live Marketing Event and/or Campaign. You will obtain any and all necessary permissions and clearances for the association of the Yahoo brand with any Event Content and the Live Marketing Event.
- Unless the Project Schedule explicitly states otherwise, Yahoo will be the sole owner of the Platform Brand and any and all Intellectual Property Rights relating to, or arising from, the Platform (“Platform IPR”). Yahoo will be solely entitled to make any filings and registrations for the Platform IPR. If the Project Schedule states that the Platform Brand is to be owned by Advertiser: (a) Advertiser will be the sole owner of any and all Intellectual Property Rights relating to the Platform Brand; and (b) Advertiser will be solely entitled to make any filings and registrations for any Intellectual Property Rights relating to, or arising from, the Platform Brand.
- Subject to clause 12.5, Yahoo grants you, the non-exclusive, non-transferable, revocable right, in the United Kingdom, to reproduce, display and broadcast the Platform Brand and the Yahoo brand on the Advertiser Websites, during the Platform Term, solely for the purpose of promoting the Platform.
- Subject to clauses 12.1, 12.2, 12.3 and 12.4 , you acknowledge and agree that Yahoo is or will be the owner or licensee of the Yahoo Content, Yahoo brand, and all Intellectual Property Rights created pursuant to or in connection with the Platform, the Campaign Advertising and the Yahoo RYOT Studio Services (the "Creations”) and you shall have no rights in and to Creations other than the right to use the same as set out in these RYOT Studio Terms. You hereby assign (by way of present and, where appropriate, future assignment) all such Intellectual Property Rights with full title guarantee to Yahoo.
- Yahoo warrants that:
- it owns or controls all the Intellectual Property Rights necessary for the display of the Yahoo Content on the Platform; and
- it has the right to perform the Yahoo RYOT Studio Services.
- You represent and warrant that:
- you have the right to grant the licences to the Advertiser Content, Event Content and the Advertiser Brand in clauses 12.1,12.2, 12.3 and 12.4 and otherwise in accordance with these RYOT Studio Terms;
- you have and will maintain throughout the Term any and all third party clearances, permissions, authorisations, releases, consents, waivers and licences (“Consents”) throughout the Territories which are necessary in connection with with Yahoo’s or Yahoo Entities’ exercise of any of the licences granted under these RYOT Studio Terms;
- the Advertiser Content, the Event Content and the Advertiser Brand and Yahoo’s or any Yahoo Entities’ exercise of any licences granted to them in clauses 12.1, 12.2, 12.3 and 12.4 does not and will not: (i) infringe the rights of any third party (including, but not limited to, any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, trade secrets, rights arising from contracts between Yahoo or Yahoo Entities and third parties); (ii) result in any tort, injury, damage or harm to any third party (including, but not limited to, defamation, breach of confidentiality); or (iii) otherwise breach any applicable laws or regulations or relevant industry codes;
- there are, and have been, no claims, challenges, disputes or proceedings, pending or threatened, in relation to the Advertiser Content, Event Content or Advertiser Brand; and
- you will notify Yahoo immediately if you become aware of any actual or potential claims, challenges, disputes, proceedings, allegations or charges that could affect either party’s ability to fully perform its duties or to exercise its rights under the Agreement.
- Without prejudice to Section 11 (Indemnity) of the Advertising Terms and Conditions, you will indemnify Yahoo and Yahoo Entities in full from and against any and all Claims arising from or in connection with any breach of the warranties set out in this clause 13 and you will pay any sums due to Yahoo or any Yahoo Entity as a consequence of this indemnity being invoked on demand within one (1) month of receipt of notification from Yahoo or any Yahoo Entity of its right to be indemnified in respect of such sums.
- Except to the extent set out in these RYOT Studio Terms, all warranties of any kind, whether express, implied, statutory or otherwise (including warranties of satisfactory quality, fitness for purpose and non-infringement) are, to the fullest extent permitted by law, expressly excluded from these RYOT Studio Terms and the provision of the Yahoo RYOT Studio Services.
- You acknowledge and accept that: (i) because of the nature of the internet and/or of the networks, Yahoo cannot guarantee uninterrupted or continuous access to the Platform, the Advertiser Websites and the Yahoo Company Sites, and Yahoo will under no circumstances be held liable for any problems or Claims relating to such access; and (ii) where the Platform Location is Tumblr, Yahoo accepts no liability arising out of or in connection with the Platform, and Yahoo will under no circumstances be held liable for any problems or Claims arising out of or in relation to the Platform, except those Claims that are strictly related to the provision of Yahoo RYOT Studio Services.
- Yahoo warrants that:
Any notice, request or other communication given to a party in relation to these RYOT Studio Terms and/or the Yahoo RYOT Studio Services shall be in writing and shall be sent by first class post, postage prepaid or by e-mail (confirmed by written communication sent by first class post, postage prepaid)
- if to you, to the postal and e-mail addresses specified in the Campaign IO for the attention of the named contacts; and
- if to Yahoo, to Oath (EMEA) Limited (formerly known as Yahoo! EMEA Limited), 5-7 Point Square, North Wall Quay, Dublin 1, Ireland for the attention of the Yahoo contact(s) named in the Campaign IO with a copy to General Counsel, Oath (EMEA) Limited (formerly known as Yahoo! EMEA Limited) (e-mail: email@example.com), or to such other addresses the parties may specify in writing.
- Notices, requests and communications by any other means will be deemed duly and immediately given when actually received by the party to which such notice, request or communication is given.
- No variation of the Project Schedule shall be effective unless it is made in writing and signed by the parties (or their authorised representatives).
- Yahoo may update and/or amend the RYOT Studio Terms at any time in its sole discretion by making such revised RYOT Studio Terms available on the Yahoo Company Sites. Any Yahoo RYOT Studio Services provided following such update will be provided subject to the updated RYOT Studio Terms but, for the avoidance of doubt, any such updates to the RYOT Studio Terms shall not affect any Agreement currently in force at the time of such updates unless the parties to the Agreement agree to the update to the RYOT Studio Terms in writing.
Last updated: 22 November 2016
Service Level Agreement
For the purposes of these RYOT Studio Terms and this Schedule 1:
means the availability of the i-Frame Site in accordance with these RYOT Studio Terms (and
means any period of time during which the i-Frame Site is not Available;
"Request Response Time"
means the time between a Yahoo user submitting a request on the i-Frame Site and the delivery
means the elapsed time from the time Yahoo notifies you of an error until you notify Yahoo
“Service Level Default”
means a failure to achieve the following Service Levels: Availability Service Level, Request
means the elapsed time from the time that you receive notification from Yahoo of an error until
- SERVICE AVAILABILITY
The i-Frame Site as well as support, maintenance and monitoring shall be Available at least 99.99% of the time ("Availability Service Level"). The calculation of Availability shall exclude any periods of unavailability resulting from: (a) scheduled Downtime; or (b) an event of force majeure.
- SCHEDULED DOWNTIME
Downtime may be scheduled, subject to at least 48 hours written notice which must be provided on a normal Working Day, for up to 4 hours per month for any 2 months during any calendar year, and to take place where possible between 1am and 7am UK time. During Downtime, you will provide a suitable status message or holding page at all appropriate instances and shall keep to a minimum the impact of the downtime on the i-Frame Site.
- OPERATIONAL PERFORMANCE SERVICE LEVELS
- Request Response Time: for the purposes of these RYOT Studio Terms, the Response Time shall be seemingly immediate to the user in accordance with best industry practice.
- Request Response Availability: Maximum 0.5% Downtime ("Request Response Service Level").
- Priority Levels 1 to 4 (as defined in the table below) errors may be reported by Yahoo to you during UK office hours by email or telephone.
- You shall provide a 24 x 7 telephone contact number manned by an authorised company representative to support Yahoo in relation to Priority Level 1 and 2 type errors.
- Where an error report is made by Yahoo, the Priority Level will be determined by you in agreement with Yahoo.
- You shall allocate to all errors a call reference and shall confirm such reference and the Priority Level of the error to Yahoo by email.
- You shall advise Yahoo immediately of any error or issue of which it becomes aware that may cause degraded functionality of the i-Frame Content or the i-Frame Site, including the Priority Level of such error.
- Based on the description of Priority Levels provided below, the following Service Levels shall be delivered by you ("Support Service Levels"):
Failure of Critical Function
No useful work can be done or a failure of any critical function that prevents access to or use of the i-Frame Site.
2 Hours (within business hours or 4 hours outside)
Every hour and on resolution
Errors that result in a lack of application functionality or cause intermittent failure of the i-Frame Site.
As requested and on resolution
Errors causing malfunction of non-critical functions.
Email notification acknowledged within 8 hours
24 hours (within business hours or 48 hours outside)
Attributes and/or options to utility programs do not operate as stated.
Email notification acknowledged within 8 hours
By mutual agreement
Information Security Agreement
- Your use of any data collected or available to you via the i-Frame Site (“i-Frame Data”) is subject to the following:
- Except as expressly permitted herein, you will not share, or provide access to (directly or indirectly) any i-Frame Data collected in connection with the Agreement. You will collect and store i-Frame Data solely as expressly permitted in the Agreement.
- Subject to Yahoo approving the i-Frame Site, that collects User Data, pursuant to clause 7.4.1 of the RYOT Studio Terms:
- To the extent that the i-Frame Site includes integrations owned or operated by third parties or third party sites (e.g. Twitter feeds, Facebook social plug-ins) and Yahoo has given prior written approval to such integrations, you will ensure that use of all third party integrations is compliant with the relevant third party’s API terms.
- You are prohibited from undertaking any activity that would result in or otherwise enable Fourth-Party Ad Serving/Data Collection activities. "Fourth-Party Ad Serving/Data Collection" means any activity that would result in a party other than Yahoo, you or third party technology expressly approved by Yahoo receiving Yahoo data or entering or enabling another party (including another Yahoo advertiser) to embed code into your code.
- If a User requests, or if Yahoo requests on a User's behalf, you will immediately remove any User Data relating to such user from your databases or other records.
- You represent, warrant, and agree to use Security Measures (as defined below) to: (i) protect the availability, confidentiality, and integrity of any personal information of users or consumers which information may include any data collected, accessed, or used by you in connection with the Agreement; and (ii) protect and secure any and all hosts, networks, applications, and physical premises used in any way to perform your responsibilities under the Agreement. You agree that “Security Measures” shall mean reasonably designed security-related policies, standards, and practices commensurate with the size and complexity of your business, the level of sensitivity of the data collected, handled and stored, and the nature of your business activities, provided that all such policies, standards, and practices shall, at a minimum, comply with any applicable industry standards and practices and any updates thereto (e.g. OWASP Top Ten: http://www.owasp.org, PCI, ISO 17799), as well as any applicable federal, state or international legal requirement and the following Basic Security Requirements:
- maintain industry-standard firewall protection for your network and devices connected thereto (the "System");
- apply - as soon as practical - patches or other controls to the System that effectively resolve actual or potential code-based security vulnerabilities;
- employ commercially reasonable efforts to ensure that the System remains free of security vulnerabilities; and
- limit employee/agent/subcontractor access to your network, systems, devices and facilities to individuals who have a need-to-know basis to authorized persons whose access privileges shall be revoked promptly upon their termination by you.
- You hereby authorize Yahoo, Yahoo Entities and/or its or their agents to perform remote security inspections of your publicly exposed network connections, applications, feeds, and/or user interfaces at any time and at Yahoo’s sole discretion. Such inspections shall be limited to actions that the Yahoo-designated examiner reasonably believes will not cause material harm or damage to your systems, applications, or services/products that you offer to third parties. You shall promptly notify Yahoo of any Material Security Issues (as defined below) with any services provided to Yahoo or its users in connection with the Agreement, or any hosts, networks, and applications used in any way in the performance of your obligations in connection with the Agreement. You agree that “Material Security Issues” shall include, but not be limited to: (i) any known or suspected condition that could compromise the security, confidentiality, or integrity of Yahoo’s data (i.e. data that resides on or is transmitted via systems and/or devices owned by Yahoo), its systems, network, and/or devices; and (ii) any known or suspected condition relating to data or systems that may impair the ability of either Yahoo or you to meet its respective legal obligations under the Agreement. You shall promptly respond to security-related inquiries from Yahoo and take all necessary steps to identify, investigate, and resolve security issues to Yahoo’s satisfaction, which steps shall be taken on a timely basis commensurate with the level of risk involved. Notifications pertaining to Material Security Issues shall take place via a telephone call and/or e-mail initiated by one party to the other’s Notification Contact (in the case of Yahoo Tel: +1 408.349.5555 (verbally communicate that call is a Partner Security Notification), e-mail:firstname.lastname@example.org(subject line “Partner Security Notification”).
- Notification Contacts shall be available twenty-four (24) hours a day, seven (7) days a week, and must have a deep, current knowledge of the architecture and operation of that party’s systems and network. Each party may update or modify its Notification Contact information by providing written notice (email acceptable) to the other’s Notification Contact.
- You and Yahoo agree that your failure to comply with the security-related provisions of the Agreement may cause Yahoo irreparable harm and that Yahoo in its sole discretion may: (i) immediately suspend performance under the Agreement by written notice to you (email acceptable) until such non-compliance has been cured to Yahoo’s satisfaction; (ii) terminate the Agreement if you fail to cure any security-related non-compliance within five (5) days from the date Yahoo sent you a suspension notice pursuant this section unless additional time is mutually agreed to in writing; and/or (iii) seek injunctive relief to enforce any security-related provision under the Agreement, without the requirement of posting a bond, in addition to such other legal and equitable relief to which Yahoo may also be entitled.