PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND YELLOWPAGES.COM LLC D/B/A YP Holdings LLC.
DEVELOPER PROGRAM TERMS OF USE
In order to participate in the Developer Program (as defined below) of YP Holdings LLC ("YP"), You must first agree to these Developer Program Terms of Use for YP's Developer APIs and Distribution of YP Content (the "Terms"). If You do not agree to these Terms, You are not permitted to participate in the Developer Program or use any of the tools and services that are part of the Developer Program. For purposes of these Terms, "You" and "Your" refer to the individual signing these Terms on such individual's own behalf or the entity on whose behalf the individual is signing these Terms.
You accept and agree to these Terms on Your own behalf and/or on behalf of Your company or another entity as its authorized legal representative, by clicking an "Agree" or similar button.
1. Background.
1.1YP Service. YP operates a mobile and Internet-based interactive information service accessible throughYP's distribution channels and platforms, including the websites accessible via the URLs www.yellowpages.com, www.yp.com ("YP.com"), www.buzz.com, www.anywho.com, and the distribution channels and platforms of YP's affiliates and third party distributors (the "YP Service") through which end users can access information and functionality pertaining to businesses, including, without limitation, (a) business listings; (b) ratings and reviews; (c) coupons and deals; (d) popularity indicies; (e) social networking functionalities; and (f) usage statistics (collectively, "YP Content").
1.2 Developer Program. YP's "Developer Program" is a program made available by YP to third parties who build applications ("Developers") to support the mobile applications they build that use YP Content. The Developer Program consists of (a) YP's application programming interfaces ("YP's Developer APIs") (licensed by YP by these Terms), (b) YP Content (licensed byYP by these Terms) and (c) the Developer Portal (covered by separate terms). The Developer Portal consists of a web portal through which YP makes available (i) documentation and training materials for YP's Developer APIs, (ii) discussion forums for Developers and YP personnel to discuss matters relating to the Developer Program, and (iii) other support services related to Distributors' use of YP's Distributor.
1.3 YP's Developer APIs and YP Content. Subject to Your compliance with these Terms, YP makes available YP's Developer APIs to allow You, as a Developer and operator of desktop and mobile applications and desktop and mobile websites (collectively, Your "Applications") to include YP Content in Your Applications.
1.4 Changes to YP's Developer APIs and YP Content. You acknowledge and agree that the form and nature of YP's Developer APIs and YP Content may change from time to time without prior notice to You. You acknowledge and agree that YP may stop (temporarily or permanently) providing YP's Developer APIs (or any features within YP's Developer APIs) or any or all YP Content to You at YP's sole discretion, without prior notice to You. YP reserves the right to refuse or discontinue making available YP's Developer APIs and/or YP Content to anyone, and to disable access to YP's Developer APIs and to any YP Content, at any time in its sole discretion with or without notice.
1.5 Change to These Terms. YP reserves the right to amend these Terms at any time. When these amendments are made, YP will make a new copy of the Terms available at http://developer.yp.com/page/terms-use. You understand and agree that if You use YP's Developer APIs after the date these Terms have been amended, Your use of YP's Developer APIs will act as acceptance of the amended Terms. If any amendment is unacceptable to You, Your only recourse is to terminate these Terms as provided in Section 4.2 before the Effective Date of the amendment.
2. Your Rights and Obligations.
2.1 License to YP's Developer APIs and YP Content. Subject to Your compliance with these Terms, YP grants You, during the Term (as defined in Section 4), a worldwide, non-exclusive, non-sublicensable (except as permitted by Section 2.9), non-transferable, revocable license to (a) use YP's Developer APIs to allow your Application(s) to access YP Content and (b) display in your Application(s) YP Content accessed through proper use of YP's Developer APIs. Subject to the requirements and restrictions set forth in Section 2.2 below, You may display YP Content in whole or in part, make derivative works of YP Content, and combine any YP Content with other content. Except for the licenses granted in Section 2.1, no other licenses are granted by YP to You by implication, estoppel, or otherwise. Thus, the fact that you combine YP Content with other content or create derivative works of the YP Content shall not in any way diminish YP's rights in the YP Content.
2.2 License Requirements and Restrictions. You shall comply with the following requirements with respect to accessing YP Content via YP's Developer APIs and displaying of YP Content on Your Application(s):
(a) Method of Access; API Specifications. You shall comply with YP's API specifications and guidelines pertaining to YP's Developer APIs (the "API Specifications"), which YP will provide to You to enable proper delivery, display, tracking, and reporting of YP Content in connection with Your Application(s). If YP sends You updates or changes to the API Specifications, You shall use commercially reasonable efforts to promptly comply with all new requirements. You may not access or use any YP Content through any technology or means other than via the YP Developer APIs in accordance with these Terms. You shall not distribute, publish, or allow access or linking to the YP's Developer APIs from any location or source other than your Application(s).
(b) No Interference with YP's Developer APIs. You shall not interfere or attempt to interfere in any manner with the functionality, performance, or proper working of YP Developer APIs. Additionally, You shall not reverse engineer, decompile, or otherwise attempt to extract the source code of YP's Developer APIs or any part thereof.
(c) End User Searches. You shall display YP Content on Your Application(s) only in response to searches initiated by end users of your Application(s) ("End Users") by either (i) entering keyword search terms and parameters into a search box or (ii) clicking on a labeled hyperlink corresponding to a business category or type of business.
(d) API Call Limitations. The number of calls You will be permitted to make to the Developer API during any given period may be limited. YP will determine call limits based on various factors, including the ways Your Application(s) may be used or the anticipated volume of use associated with Your Application(s). YP may, in its sole discretion, terminate your access to YP's Developer APIs for Your calls that exceed the call limits. If YP imposes a call limit, unused API calls will not roll over to the next day or month, as applicable.
(e) No Data Storage. You may not store or cache any YP Content that you obtain via YP's Developer APIs either in Your Application(s), Your backend Application servers, or a database or other storage mechanism, except as needed for satisfactory performance of Your Application(s), in which case, the YP Content shall not be cached for longer than 15 minutes.
(f) No Redundant Presentation. You shall not display YP Content on your Application in a manner that compares YP Content to similar content sourced by You or from any third party and when you are displaying YP Content, You shall not display information or content sourced by You or any third party that is redundant of the YP Content being displayed.
(g) Attribution. You shall provide (i) text attribution to YP that states "Some content provided by YP" with the YP consisting of YP's current logo or other textual and/or visual depiction identifiable to YP as well as (ii) attribution to any YP content licensors in such form as YP may direct, in each case, on one of the following locations on Your Application: (A) on the search results page showing YP Content; (B) on the page from which an End User may use or submit a search query utilizing the search features and capabilities of Your Application; or (C) on a "splash screen" viewable to an End User upon an End User's initiation or launch of Your Application. Display of any such YP Trademarks (as defined in Section 3.2) is subject to the requirements of Section 3.2 and YP's written approval (email sufficient). Thus, YP may from time to time review the attribution You provide and make a reasonable request for a change to such attribution, which You shall promptly comply with.
(h) Distribution and Use of YP Content. You may permit End Users to use the YP Content that they obtain via your Application(s) only for personal or internal purposes. Such use by End Users may include incidental sharing, forwarding, or redistribution of such YP Content in the form in which viewed or obtained by the End User via your Application(s), but You shall not permit End Users to create derivative works of YP Content or content from your Application(s) that contains or is derived from YP Content. You shall not (i) sell, resell, redistribute (except as permitted by the preceding sentence), or proxy all or any portion of any YP Content or any derivative works of YP Content; (ii) publish a directory, in any form including the public Internet, using the YP Content or any portion of the YP Content or any data retrieved or derived from the YP Content; (iii) use any robot, spider, site search/retrieval application, or other device to retrieve or index the YP Content or any portion of the YP Content, (iv) execute "bulk" download operations; (v) create any functionality in Your Applications permitting the export of the YP Content or any of them or otherwise grant to any third party access to the YP Content unless that third party is an End User and is provided access solely on a per-search basis via the Application in accordance with these Terms; or (vi) use any of content in the YP Content to solicit, either directly or indirectly, any advertisers for any purpose.
(i) Your failure to comply with the API Specifications and the other requirements in this Section 2.2 shall, in addition to any other rights and remedies YP may have under these Terms or under law, give YP the right to immediately disable Your access to YP's Developer APIs and YP Content.
2.3 Search Engine Compatibility. If the YP Content accessible by search engine spiders within Your Application includes YP-provided business name, address, phone number (NAP) or business reviews, then You must ensure that each of your pages that features such YP Content contains a YP attribution link pointing back to the respective content on www.YP.com. The YP attribution link shall be a visible link that points directly to the respective page on YP.com without redirects. E.g. Anchor Text Here. The link shall not include any "no follow" attribute and shall not be hidden from search engines in any manner (e.g. put into JavaScript, hidden in display:none CSS div, etc.). Anchor text of the link shall include the business name (e.g. "Pizza Hut on YP.com"). If You desire to append tracking to any link that directs an End User back to www.YP.com or m.yp.com, an onclick event may be added to append the appropriate tracking (e.g., DeveloperID=) to the link. For more details please review the Click Tracking documentation in Exhibit A hereto http://developer.yp.com/page/terms-use#exhibita. The anchor tag's href attribute may not include tracking parameters.
2.4 Legal Compliance. You must at all times: (i) comply with all applicable local, state, national, and international laws and regulations in connection with Your use of the Developer API; and (ii) obtain and maintain all licenses, permits, and other permissions necessary in connection with Your Application(s).
2.5 Restricted Content. Your Application(s) and the content therein (including without limitation any advertising content) shall not promote or contain Restricted Content. In addition, You will not use Your Application(s), and Your Application(s) will not be designed in a manner that: (i) is fraudulent, misleading, deceptive, illegal, or might mislead an End User into believing he or she is interacting directly with YP or the websites accessible at www.yellowpages.com, www.yp.com, www.buzz.com, www.anywho.com (or any successors thereto); (ii) infringes, violates, or misappropriates any third party's Intellectual Property Rights, (iii) facilitates the distribution of copyrighted content without the authorization of the copyright holder, or that might be libelous or defamatory; (iv) engages in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines; or (v) promotes Your Application as being intended or primarily useful for any unlawful activity. "Restricted Content" means any content or terms that: (a) promote or are related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, pyramid schemes, or chain letters); (b) promote or are related to alcohol, tobacco, gambling or weapons (unless approved by YP); (c) are related to pornographic or obscene material; (d) are related to excessively graphic or explicit violence; (e) are defamatory, inappropriate or profane; (f) are disparaging to YP or any of their advertisers or content and listing providers; (g) are discriminatory or constitute "hate speech", whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group; (h) promote or contain viruses, worms, corrupted files, cracks or other materials that are intended to or may damage or render inoperable software, hardware or security measures of YP, any End User, or any other third party; (i) are otherwise designated by YP as unacceptable content from time to time. "Intellectual Property Rights" mean all rights in and to trade secrets, patents, copyrights, trademarks, service marks, logos, trade dress, know-how, privacy rights, moral rights, publicity rights and any other proprietary rights or similar rights of any type under the laws of any governmental authority, domestic or foreign, now known or hereafter developed.
2.6 Privacy; Security. Without limiting Your other obligations under these Terms, with respect to Your use of YP's Developer APIs and any installation and use by any End Users of Your Application(s), You shall implement and observe standards of privacy and confidentiality for the collection, use, and sharing of any data related to any End User that are at least as stringent and user-favorable as the standards set forth in the YP Privacy Policy, which is set forth at http://www.att.com/gen/privacy-policypid=2506. If You directly collect any personally identifiable information from any End User, You shall make it clear to End Users that the information is being collected directly by You and You shall clearly post a link to Your privacy policy at the point such information is collected. You shall implement security technology that is effective at restricting unauthorized access to and use of the YP Content and YP's Developer APIs.
2.7 No Support Provided by YP. YP is not obligated to provide any technical or other support for YP's Developer APIs or Your use thereof, including that YP is not obligated to provide any updates, upgrades, or bug fixes thereto.
2.8 End User License Agreements. You must require End Users who have access to YP Content via Your Application(s) to agree (in writing or via a clickwrap or similar functionality) to be legally bound by the following minimum terms covering use of Your Application(s) and YP Content displayed on Your Application(s) (such legal agreement, a "EULA"):
(a) Acknowledgement of Relationships. You and the End User must acknowledge that the EULA is an agreement between You and the End User only and that You are solely responsible for Your Application(s) and the content thereof.
(b) Sublicensing and Usage Rules The EULA must subject the End User's use of YP Content to a limited non-transferable license having terms substantially similar to those of the license granted to You hereunder with respect to YP Content and shall provide for usage rules and restrictions for the YP Content that are no less restrictive than the usage rules set forth for YP Content in these Terms, including the rules and restrictions on End User use of YP Content set forth in Section 2.2(h). The EULA shall reserve solely for YP's benefit all intellectual property rights in the YP Content and any and all trademarks or logos of YP. The EULA shall provide that YP Holdings LLC is a third party beneficiary of Your rights to enforce the terms of any EULA and that the sub-license to the YP Content provided under the EULA shall automatically terminate as of such time as Your license under these Terms is terminated.
(c) Maintenance and Support. You must be solely responsible for providing any maintenance and support services with respect to Your Application, as specified in the EULA, or as required under applicable law. You hereby acknowledge, and the End User must acknowledge via acceptance of the EULA, that YP (which may be identified in the EULA as a third party content provider) has no obligation whatsoever to furnish any maintenance and support services with respect to Your Application(s).
(d) Warranty. You shall be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed, relating to your Application(s) and all contents therein, including YP Content. The EULA shall make clear that any claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any such product warranties will be Your sole responsibility and not the responsibility of YP (which may be identified in the EULA as a third party content provider).
(e) Product Claims. You hereby acknowledge, and the End User must acknowledge via the EULA that You are responsible for addressing any claims of the End User or any third party relating to Your Application(s) or the End User's possession and/or use of Your Application(s), including, but not limited to: (i) product liability claims; (ii) any claim that Your Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The EULA shall not limit Your liability to the End User beyond what is permitted by applicable law.
(f) Intellectual Property Rights. You hereby acknowledge, and the End User must acknowledge via the EULA, that, in the event of any third party claim that Your Application(s) or the End User's possession and use of Your Application(s) or any content therein (including YP Content) infringes or misappropriates that third party's Intellectual Property Rights, You, not YP (which may be identified as a third party content provider), will be solely responsible for the investigation, defense, settlement and discharge of any such infringement or misappropriation claim.
(g) Developer Name and Address. You must state in the EULA Your name and address and the contact information (telephone number; E-mail address) to which any End User questions, complaints or claims with respect to Your Application(s) should be directed.
2.9 Access Keys. YP will provide You with access keys that permit you to access YP's databases via YP's Developer APIs ("Access Keys"). The Access Keys are the property of YP and will be revoked upon termination of these Terms for any reason. You may not share the Access Keys with anyone; provided, however, that if You are entering into these Terms on behalf of Your company or another entity, You may share the Access Keys with personnel of Your company or the other entity who have a reasonable need for access.
2.10 YP's Right to Monitor and Audit. You agree that YP may monitor or audit Your Application(s) and activities relating to Your use of YP's Developer APIs and YP Content. You will not seek to block or otherwise interfere with the monitoring or audit, and YP may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and information and visits to Your facilities. Your failure to reasonably comply with YP's efforts to audit your compliance with this Agreement shall constitute a material breach of these Terms.
2.11 Reviews Generated by End Users. If You use YP's Developer API to request and receive user-generated reviews from YP, End Users of Your Application(s) will have the ability to write a review on Your Application(s) about one or more businesses whose information is made available to End Users on Your Application(s) via the YP Developer APIs (hereinafter, "End User Reviews"). You hereby agree that each time an End User Review is written on Your Application(s), the End User Review will be delivered to YP via the YP Developer APIs for, among other things, YP to display on YP.com. You hereby grant YP a non-exclusive, perpetual, sub-licensable, transferable, worldwide, royalty free license to display and use the End User Reviews in any manner on any distribution channel provided such each such use is in compliance with all applicable laws. YP may, in its sole discretion, display or reject any given End User Review. All reviews displayed on YP.com (including End User Reviews) must comply with YP's written guidelines pertaining to reviews (the "Review Guidelines"), which are available at http://www.yellowpages.com/about/legal/terms-conditions and which may be modified by YP from time to time in its sole discretion. Thus, in a location on Your Application(s) near where an End User would write an End User Review, You must and shall include the following text in the form of a link that will link to the Review Guidelines on YP.com: "Standards and Guidelines for Reviews". For avoidance of doubt, YP has no obligation to display or maintain any End User Review; provided, however, that if YP displays an End User Review, it shall not modify it in any way. You agree that when YP displays an End User Review, YP may, but is not obligated to, give You attribution in a manner determined by YP in its sole discretion.
3. Proprietary Rights and Restrictions.
3.1 General. As between YP and You, YP is the exclusive owner of all right, title, and interest in and to the YP Service, the YP Content, YP's Developer APIs (including all software associated with YP's Developer APIs), any telephone or click to call mechanisms included in any YP Content, and all software, databases, and other aspects and technologies related to YP's Developer APIs, including any modifications, improvements, and enhancements to any of the foregoing, and any materials provided to You by YP for purposes of utilizing YP's Developer APIs, or otherwise. You may not use YP's Developer APIs, YP Content, or YP Trademarks except pursuant to the limited rights expressly granted in these Terms.
3.2 Rights Regarding Trademarks.
(a) Your Rights and Restrictions. Subject to Your compliance with these Terms, You have the nonexclusive, nontransferable, and nonsublicensable right to use and display on Your Application(s) YP's trademarks and service marks set forth in Exhibit B (the "YP Trademarks") (i) that are returned as part of or adjacent to any YP Content in response to searches by Your Application(s) using YP's Developer APIs; (ii) to comply with Section 2.2(g) above; and (iii) in your Application(s) as otherwise agreed by YP in writing by YP (email sufficient). You shall not alter the placement or appearance of any YP Trademarks. You shall remove any YP Trademarks from Your Application(s) immediately upon YP's request. Display of YP Trademarks shall be subject to the review and approval of YP at any time and all such use shall be in accordance with YP's trademark usage guidelines set forth in Exhibit B, which are hereby incorporated into these Terms. Except as expressly provided herein, no right, title, or interest in any YP Trademark or in any other trademark or service mark of YP is transferred to You and YP retains all right, title, and interest in and to its marks and trademarks and service marks, including the YP Trademarks. YP may terminate this trademark license at any time for any reason and You must remove the YP Trademarks immediately.
(b) YP's Rights. You agree that YP, in its sole discretion, may use your trade names, trademarks, service marks, logos, and domain names for the purpose of advertising or publicizing Your use of YP's Developer APIs and YP Content.
3.3 Competitive or Similar Materials. In no event will YP be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with Your Application or other products or services provided by You, irrespective of their similarity to Your current products or products that You may develop.
3.4 YP Owns User Data. As between YP and You, YP owns all information collected by YP arising out of Your use of the Developer APIs and YP Content, including information provided to YP by any End User who initiates a call to or clicks on a link supplied in any YP Content ("User Data").
4. Term and Termination.
4.1 Term. This Agreement will become effective on the date you agree to be bound by these Terms by your electronic signature hereto (the "Effective Date"), and will remain effective for successive and automatically renewing one month terms until terminated by You or YP in accordance with these Terms (the "Term").
4.2 Termination by You. You may terminate these Terms at any time by emailing a termination notice to YP at the following address: YP Holdings LLC, ATTN; General Counsel, 611 N. Brand Blvd., 5th Floor, Glendale, CA 91203. Any other methods used by you to terminate the Agreement will be void and will not result in a termination. Your termination notice will be effective when it is received by YP.
4.3 Termination by YP. This Agreement and all rights granted by YP hereunder will automatically terminate without notice from YP if (a) You fail to comply with any provision(s) of these Terms, or (b) in YP's reasonable determination You are using YP's Developer APIs in a manner that (i) will damage or cause injury to YP's Developer APIs, (ii) will reflect unfavorably on the reputation of YP, or (iii) is not authorized by these Terms. In addition, YP may at any time, in its sole discretion, with or without notice, terminate all or part of YP's Developer APIs or suspend or terminate Your participation in all or part of the Developer Program for any or no reason. YP may also terminate these Terms if YP is prevented from providing any portion or all of YP's Developer APIs by any law, regulation, requirement, or ruling issued in any form whatsoever by judicial or other governmental body. Nothing herein shall be construed to require YP to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order. YP shall not have any liability to You arising from or related to the termination of these Terms or the licenses granted herein for any reason. No remedy herein conferred upon YP is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative. In the event of the termination of these Terms pursuant to this Section 4.3 by YP for the failure by You to comply with any term(s) of these Terms, You shall pay to YP all attorneys' fees, collection fees, and related expenses, expended or incurred by YP in the enforcement of any right or privilege hereunder. You acknowledge and agree that any act or omission by Your End User(s) amounting to a breach of these Terms will be deemed a breach by You.
4.4 Effect of Termination. Any termination pursuant to this Section 4 shall be without any liability or obligation of the terminating Party, other than with respect to any breach of these Terms by the terminating Party. Upon the expiration or termination of these Terms, You shall immediately cease using YP's Intellectual Property in connection with these Terms. Notwithstanding the foregoing or anything to the contrary in these Terms, upon termination of these Terms, YP shall retain all rights to the User Data, YP's Developer APIs, and all YP Content. The provisions of Section 3 (Proprietary Rights and Restrictions), 4.4 (Effect of Termination), 5 (Indemnification), 6 (Warranties), 7 (Limitation and Exclusion of Liability), and 9 (Miscellaneous) shall survive any termination or expiration of these Terms.
5. Indemnification. You, at Your own expense, will indemnify and hold harmless YP, its affiliates and each of their respective directors, officers, employees, representatives, and agents ("YP Indemnitees") from and against any claim, demand, action, class action, investigation or other proceeding, including, but not limited to, all damages, losses, liabilities, judgments, costs and expenses (including attorneys' fees) arising therefrom ("Claim"), brought by any third party against the YP Indemnitees or any of them to the extent the Claim is based on, or arises out of: (a) an allegation that Your Application(s) or any content therein (except the YP Content or YP Trademarks displayed in accordance with this Agreement and unaltered by You), or Your performance hereunder violates any applicable law, rule, or regulation, is defamatory, or infringes or misappropriates the rights of any third party, including, but not limited to, Intellectual Property Rights, privacy rights, and publicity rights; (b) a breach, or alleged breach, of any of Your representations, warranties, or obligations under these Terms; (c) use of Your Application(s); (d) use of YP's Developer APIs in a manner not authorized by these Terms and the API Specifications; or (e) any alleged or actual fraud, gross negligence, or willful misconduct by You. At YP's option, you may assume control of the defense and settlement of any Claim subject to indemnification by You (provided that, in such event, YP may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you will not settle any such Claim without YP's prior written consent).
6. Warranties.
6.1 Your Representations, Warranties and Promises to YP. You represent, warrant and promise as of the Effective Date and at all times throughout the term of these Terms that: (a) You have the full corporate right, power and authority to enter into these Terms on Your own behalf, or if You are entering into these Terms on behalf of Your company or another entity, You represent that you have full legal authority to legally bind Your company or another entity to the terms and obligations of these Terms and to perform Your obligations hereunder; (b) when executed and delivered, these Terms will constitute a legal, valid, and binding obligation of You or Your company, enforceable against such person in accordance with its terms; (c) You will monitor and be responsible for Your use of YP's Developer APIs, YP Content, and YP Trademarks and compliance with these Terms; (d) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with YP's Developer APIs, Your Application(s), and Your related development efforts, including, but not limited to, any related development efforts, network and server equipment, or any other hardware, software, or services used by You in connection with Your use of YP's Developer APIs; (e) You will not act in any manner which conflicts or interferes with any existing commitment or obligation You may have and no agreement previously entered into by You will interfere with Your performance of Your obligations under these Terms; (f) You own or are authorized to use Your Application(s) in connection with YP's Developer APIs; (g) You have not and will not infringe third party Intellectual Property Rights and rights of privacy or publicity; and (h) that the execution of these Terms by You and the performance of Your obligations thereunder will comply with all applicable laws, rules, and regulations (including privacy, export control and obscenity laws).
6.2 YP Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF YP'S DEVELOPER APIs AND YP CONTENT ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ALSO EXPRESSLY ACKNOWLEDGE THAT YP'S DEVELOPER APIs, YP CONTENT, ANY SERVERS, AND OTHER ITEMS, INCLUDING BUT NOT LIMITED TO HARDWARE AND SOFTWARE, USED OR PROVIDED IN CONNECTION WITH THE PERFORMANCE OF ANY SERVICES HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND YP HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO YP'S DEVELOPER APIs, YP CONTENT, AND OTHER ITEMS PROVIDED OR MADE AVAILABLE HEREUNDER, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. YP DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF YP'S DEVELOPER APIs, YP CONTENT, OR OTHER ITEMS, THAT YP'S DEVELOPER APIs, YP CONTENT, OR OTHER ITEMS WILL MEET YOUR REQUIREMENTS, THAT THE PROVISION OR OPERATION OF YP'S DEVELOPER APIs, YP CONTENT, OR OTHER ITEMS WILL BE UNINTERRUPTED, FREE FROM BUGS, FAULTS OR DEFECTS, TIMELY, SECURE OR THAT DEFECTS OR ERRORS IN YP'SDEVELOPER APIs, YP CONTENT, OR OTHER ITEMS WILL BE CORRECTED, OR THAT YP'S DEVELOPER APIs, YP CONTENT, OR OTHER ITEMS WILL BE COMPATIBLE WITH FUTURE YP PRODUCTS, SERVICES OR SOFTWARE, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH YP'S DEVELOPER APIs, YP CONTENT, OR OTHER ITEMS WILL NOT BE LOST, CORRUPTED OR DAMAGED, INACCURATE, OR INCORRENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY YP OR AN YP AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ARE RESPONSIBLE FOR TAKING PRECAUTIONARY MEASURES TO PREVENT THE LOSS OR DESTRUCTION OF YOUR DATA AND DATABASES SUCH AS, FOR EXAMPLE, MAKING REGULAR BACK-UPS AND VERIFYING THE RESULTS OBTAINED FROM USING YP'S DEVELOPER APIs, YP CONTENT, OR OTHER ITEMS AND YP SHALL HAVE NO OBLIGATIONS OR LIABILITY WHATSOEVER WITH RESPECT TO ANY SUCH LOSS OR DESTRUCTION.
7. Limitation and Exclusion of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL YP OR ANY OF ITS AFFILIATES BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM THESE TERMS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, EVEN IF YP OR ANY OF ITS AFFILIATES HAS BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS. IN NO EVENT SHALL YP'S AGGREGATE LIABILITY FOR ANY OTHER TYPE OF DAMAGES UNDER OR ARISING OUT OF THESE TERMS OR YOUR USE OF YP'S DEVELOPER APIs OR YP CONTENT EXCEED ONE HUNDRED U.S. DOLLARS ($100). YOU SHALL NOT BRING ANY ACTION AGAINST YP ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF YP'S DEVELOPER APIs OR YP CONTENT MORE THAN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT WHICH GAVE RISE TO THE ACTION.
8. Miscellaneous.
8.1 Public Announcement. You shall not issue a press release regarding the existence of these Terms or mentioning YP or any of its affiliates without receiving prior written approval from YP.
8.2 Notice. Any notices relating to these Terms shall be in writing. Notices to You will be deemed given by YP when sent to You at the email address You provided when you registered to use the Developer API. Notices to YP will be deemed given by You (a) when delivered personally, (b) three business days after having been sent by commercial overnight carrier with written proof of delivery, and (c) five business days after having been sent by first class or certified mail, postage prepaid, to this YP address: YP Holdings LLC, ATTN: General Counsel, 611 N. Brand Blvd., 5th Floor, Glendale, CA 91203. You consent to receive notices by email and agree that any such notices that YP sends You electronically will satisfy any legal communication requirements.
8.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without reference to its conflicts of laws rules. Any lawsuit brought to enforce any obligation under these Terms shall only be brought in either a federal court in the Central District of California or state court located in Los Angeles County, California.
8.4 Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and all other provisions of these Terms will remain in full force and effect.
8.5 No Exclusive Remedy. No remedy conferred in these Terms is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise.
8.6 Independent Contractor/Non-Exclusive Relationship. You acknowledge that You are at all times acting as an independent contractor and that nothing contained in these Terms shall be construed to place You in the relationship of principal and agent, master and servant, partners, or joint venturers with YP.
8.7 Integration and Waiver,. These Terms represent the entire and exclusive agreement between You and YP relating to the subject matter of these Terms and supersedes all prior agreements or understandings, written or oral, relating to the subject matter of these Terms. No failure or delay on the part of either Party in exercising any right, power, or remedy under these Terms shall operate as a waiver, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise or the exercise of any other right, power, or remedy.
8.8 Assignment. Neither these Terms, nor any interest in these Terms, may be assigned, nor may any of Your obligations under these Terms be delegated, in whole or in part, by You by operation of law, merger, or any other means without YP's express prior written consent. Any attempt to assign other than in accordance with this provision shall be null and void.
8.9 Headings. The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.
8.10 Equitable Relief. You acknowledge and agree that YP shall be entitled to equitable remedies for any breach, in addition to, and cumulative with, any legal rights or remedies, including the right to damages without any requirement to post a bond.
8.11 Determination of Compliance. YP reserves the sole right and discretion to determine whether you have complied with the terms of these Terms.
Electronic Signature. By clicking on "I Agree" to accept these Terms, You (a) acknowledge that you have read these Terms and agree to be bound by these Terms on behalf of yourself (if an individual) or the legal entity that you represent (in the case of a legal entity), and (b) warrant that you have authority to execute these Terms and bind the person or entity identified below. If You do not agree to the terms of these Terms, do not click on "I Agree."
EXHIBIT A
Requirements for Client-Side Pixel Tracking
Functional Overview
This document sets forth the requirements for enabling client-side tracking of page views. To do this, the Developer must include a 1x1 pixel image on each web page containing search result or listing data from YP’s Developer API response. The request string for the pixel image will be provided in the metadata of the API response in the trackingRequestURL field. Each time a page is loaded, the image will be requested from the YP servers. Appended to the request string for the image will be all of the parameters YP captures about a particular page request. Your application’s page view data will be available to you in future reports.
Implementation
EXHIBIT B
YP TRADEMARK(S) AND USGAGE GUIDELINES
Trademark(s)
Usage Guidelines
YP Holdings LLC's ("YP", "our" or "we") company name and brands are among its most valuable assets. They represent the quality, integrity, and goodwill of YP services. As a result, it is very important to YP that its name and brands be properly used by its business partners, licensees, and others. The trademark usage guidelines below set forth YP's requirements for using or referring to YP's brands, trademarks, logos, and slogans. YP reserves the right to modify these guidelines as it deems necessary or appropriate in its sole discretion, including by written agreement with or license to third parties.
• These usage guidelines and the Brand Logo Quick Reference Guide below (collectively, the "guidelines") apply to the authorized use of all of the YP trademarks, service marks, and logos in connection with YP's services on websites or in advertisements, brochures, customer communications, press releases, packaging, and electronic communications and all other contexts. YP's registered and unregistered trademarks, service marks, logos, tag lines, and brand names that you may use, which may be updated from time to time in YP's sole discretion, are set forth above.
1. Before you may use any of YP's trademarks, you must obtain YP's written approval, in its sole discretion, of the form, content, and context of any intended use. Any unauthorized use of YP's marks in a manner that might create the impression that YP in any way sponsors, is affiliated with, or is the source of your product or service is prohibited.
2. Please keep in mind the following general rules:
• Spell YP's trademarks correctly and do not abbreviate them.
• Use capitalization consistently.
• Use only those depictions of YP's trademarks that YP has authorized. Always utilize the given logo/tagline lockup. Do not rescale elements separately, or change the proportions or position of the elements in any way.
• Use a proper trademark notice at least once per page, either the first time the YP trademark appears on that page or where the YP trademark appears most prominently. Use ¨ for registered trademarks and ª or SM for unregistered trademarks. Please consult the trademark(s) above to see which mark(s) are registered and which are unregistered. If you have any questions about which marks are registered or unregistered, please ask us.
• Always give YP attribution as the trademark owner any time our trademarks are used, e.g., "© 2010 YP Intellectual Property. All rights reserved. The YP logo device is a trademark of YP Intellectual Property and/or affiliated companies."
• If you have any questions about proper trademark usage, please ask us.
3. You may not incorporate any YP trademarks into any domain name you register or use, except upon prior written approval from YP.
4. You may not purchase any online advertising keyed to YP trademarks, except upon prior written approval from YP.
5. Upon learning of any improper, confusing, or unauthorized use of any YP trademark(s) by any third party, please contact YP immediately.
6. You should not take any action that leads a third party to believe YP's trademarks are owned by you or that affect or adversely impact, or might affect or adversely impact, YP's reputation. You are expected to use YP's trademarks at all times in a manner consistent with all applicable laws, including trademark laws.
7. You may not use any YP logo without YP's advance written permission. When you use the logo, you must adhere to the following specifications:
(a) The Logo consists of the brand design 
.
Please refer to the Brand Logo Quick Reference Guide below with regard to the reproduction of the colors, background requirements, and logotype. All elements of the Logo must be used and no portion of the logo may be omitted, altered, or covered by other material. Downloadable samples will be emailed upon request.
(b) Clear Space: To maintain the characteristic of the Logo, it must be surrounded by clear space. This space should be free of any type or graphic of any kind. The amount of clear space around the Logo on all sides should be equal to the height of the "p" in the logotype.
(c) Size Requirements: The Logo should never be reproduced smaller than .375" for optimal readability. The Logo is measured from the edge of the yellow "jewel" excluding the superscripted "¨". Please refer to the Brand Logo Quick Reference Guide for the size and color requirements for the "¨."
(d) Usage on Colored/Textured Backgrounds: When placing the YP Logo on a solid background other than black or white, the background color must not visually interfere with the colors of the Logo. Preferred usage is reproduction Black type on White background. Any other background colors would be an exception and must be approved by YP. However, the YP logotype can be black or white (please refer to downloadable files). When placing the logo on any background, the overall coloration of the background must be light enough so that the Logo can be seen clearly.
In sum, you may use YP trademarks to refer to YP services provided you follow these guidelines. You may not mislead consumers as to any YP sponsorship of, affiliation with, or endorsement of your company or your products or services. We look forward to working with you to ensure proper usage of our company's trademarks.
The following are Brand Logo Quick Reference Guidelines:
