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 AT&T INTERACTIVE.
DEVELOPER PROGRAM TERMS OF USE
In order to participate in the Developer Program (as defined below) of AT&T Interactive ("ATTi"), You must first agree to these Developer Program Terms of Use for ATTi's Developer APIs and Distribution of ATTi 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.
1.1 ATTi Service. ATTi operates a mobile and Internet-based interactive information service accessible through ATTi'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 ATTi's affiliates and third party distributors (the "ATTi 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, "ATTi Content").
1.2 Developer Program. ATTi's "Developer Program" is a program made available by ATTi to third parties who build applications ("Developers") to support the mobile applications they build that use ATTi Content. The Developer Program consists of (a) ATTi's application programming interfaces ("ATTi's Developer APIs") (licensed by ATTi by these Terms), (b) ATTi Content (licensed by ATTi by these Terms) and (c) the Developer Portal (covered by separate terms). The Developer Portal consists of a web portal through which ATTi makes available (i) documentation and training materials for ATTi's Developer APIs, (ii) discussion forums for Developers and ATTi personnel to discuss matters relating to the Developer Program, and (iii) other support services related to Distributors' use of ATTi's Distributor.
1.3 ATTi's Developer APIs and ATTi Content. Subject to Your compliance with these Terms, ATTi makes available ATTi'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 ATTi Content in Your Applications.
1.4 Changes to ATTi's Developer APIs and ATTi Content. You acknowledge and agree that the form and nature of ATTi's Developer APIs and ATTi Content may change from time to time without prior notice to You. You acknowledge and agree that ATTi may stop (temporarily or permanently) providing ATTi's Developer APIs (or any features within ATTi's Developer APIs) or any or all ATTi Content to You at ATTi's sole discretion, without prior notice to You. ATTi reserves the right to refuse or discontinue making available ATTi's Developer APIs and/or ATTi Content to anyone, and to disable access to ATTi's Developer APIs and to any ATTi Content, at any time in its sole discretion with or without notice.
1.5 Change to These Terms. ATTi reserves the right to amend these Terms at any time. When these amendments are made, ATTi 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 ATTi's Developer APIs after the date these Terms have been amended, Your use of ATTi'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 ATTi's Developer APIs and ATTi Content. Subject to Your compliance with these Terms, ATTi 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 ATTi's Developer APIs to allow your Application(s) to access ATTi Content and (b) display in your Application(s) ATTi Content accessed through proper use of ATTi's Developer APIs. Subject to the requirements and restrictions set forth in Section 2.2 below, You may display ATTi Content in whole or in part, make derivative works of ATTi Content, and combine any ATTi Content with other content. Except for the licenses granted in Section 2.1, no other licenses are granted by ATTi to You by implication, estoppel, or otherwise. Thus, the fact that you combine ATTi Content with other content or create derivative works of the ATTi Content shall not in any way diminish ATTi's rights in the ATTi Content.
2.2 License Requirements and Restrictions. You shall comply with the following requirements with respect to accessing ATTi Content via ATTi's Developer APIs and displaying of ATTi Content on Your Application(s):
(a) Method of Access; API Specifications. You shall comply with ATTi's API specifications and guidelines pertaining to ATTi's Developer APIs (the "API Specifications"), which ATTi will provide to You to enable proper delivery, display, tracking, and reporting of ATTi Content in connection with Your Application(s). If ATTi 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 ATTi Content through any technology or means other than via the ATTi Developer APIs in accordance with these Terms. You shall not distribute, publish, or allow access or linking to the ATTi's Developer APIs from any location or source other than your Application(s).
(b) No Interference with ATTi's Developer APIs. You shall not interfere or attempt to interfere in any manner with the functionality, performance, or proper working of ATTi Developer APIs. Additionally, You shall not reverse engineer, decompile, or otherwise attempt to extract the source code of ATTi's Developer APIs or any part thereof.
(c) End User Searches. You shall display ATTi 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. ATTi 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). ATTi may, in its sole discretion, terminate your access to ATTi's Developer APIs for Your calls that exceed the call limits. If ATTi 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 ATTi Content that you obtain via ATTi'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 ATTi Content shall not be cached for longer than 15 minutes.
(f) No Redundant Presentation. You shall not display ATTi Content on your Application in a manner that compares ATTi Content to similar content sourced by You or from any third party and when you are displaying ATTi Content, You shall not display information or content sourced by You or any third party that is redundant of the ATTi Content being displayed.
(g) Attribution. You shall provide (i) text attribution to ATTi that states "Some content provided by YP" with the YP consisting of ATTi's current logo or other textual and/or visual depiction identifiable to ATTi as well as (ii) attribution to any ATTi content licensors in such form as ATTi may direct, in each case, on one of the following locations on Your Application: (A) on the search results page showing ATTi 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 ATTi Trademarks (as defined in Section 3.2) is subject to the requirements of Section 3.2 and ATTi's written approval (email sufficient). Thus, ATTi 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 ATTi Content. You may permit End Users to use the ATTi 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 ATTi 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 ATTi Content or content from your Application(s) that contains or is derived from ATTi Content. You shall not (i) sell, resell, redistribute (except as permitted by the preceding sentence), or proxy all or any portion of any ATTi Content or any derivative works of ATTi Content; (ii) publish a directory, in any form including the public Internet, using the ATTi Content or any portion of the ATTi Content or any data retrieved or derived from the ATTi Content; (iii) use any robot, spider, site search/retrieval application, or other device to retrieve or index the ATTi Content or any portion of the ATTi Content, (iv) execute "bulk" download operations; (v) create any functionality in Your Applications permitting the export of the ATTi Content or any of them or otherwise grant to any third party access to the ATTi 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 ATTi 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 ATTi may have under these Terms or under law, give ATTi the right to immediately disable Your access to ATTi's Developer APIs and ATTi Content.
2.3 Search Engine Compatibility. If the ATTi Content accessible by search engine spiders within Your Application includes ATTi-provided business name, address, phone number (NAP) or business reviews, then You must ensure that each of your pages that features such ATTi 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 ATTi 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 ATTi); (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 ATTi 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 ATTi, any End User, or any other third party; (i) are otherwise designated by ATTi 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 ATTi'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 AT&T 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 ATTi Content and ATTi's Developer APIs.
2.7 No Support Provided by ATTi. ATTi is not obligated to provide any technical or other support for ATTi's Developer APIs or Your use thereof, including that ATTi 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 ATTi 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 ATTi 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 ATTi Content to a limited non-transferable license having terms substantially similar to those of the license granted to You hereunder with respect to ATTi Content and shall provide for usage rules and restrictions for the ATTi Content that are no less restrictive than the usage rules set forth for ATTi Content in these Terms, including the rules and restrictions on End User use of ATTi Content set forth in Section 2.2(h). The EULA shall reserve solely for ATTi's benefit all intellectual property rights in the ATTi Content and any and all trademarks or logos of ATTi. The EULA shall provide that AT&T Interactive is a third party beneficiary of Your rights to enforce the terms of any EULA and that the sub-license to the ATTi 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 ATTi (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 ATTi 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 ATTi (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 ATTi Content) infringes or misappropriates that third party's Intellectual Property Rights, You, not ATTi (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. ATTi will provide You with access keys that permit you to access ATTi's databases via ATTi's Developer APIs ("Access Keys"). The Access Keys are the property of ATTi 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 ATTi's Right to Monitor and Audit. You agree that ATTi may monitor or audit Your Application(s) and activities relating to Your use of ATTi's Developer APIs and ATTi Content. You will not seek to block or otherwise interfere with the monitoring or audit, and ATTi 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 ATTi'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 ATTi's Developer API to request and receive user-generated reviews from ATTi, 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 ATTi 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 ATTi via the ATTi Developer APIs for, among other things, ATTi to display on YP.com. You hereby grant ATTi 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. ATTi 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 ATTi'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 ATTi 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, ATTi has no obligation to display or maintain any End User Review; provided, however, that if ATTi displays an End User Review, it shall not modify it in any way. You agree that when ATTi displays an End User Review, ATTi may, but is not obligated to, give You attribution in a manner determined by ATTi in its sole discretion.
3. Proprietary Rights and Restrictions.
3.1 General. As between ATTi and You, ATTi is the exclusive owner of all right, title, and interest in and to the ATTi Service, the ATTi Content, ATTi's Developer APIs (including all software associated with ATTi's Developer APIs), any telephone or click to call mechanisms included in any ATTi Content, and all software, databases, and other aspects and technologies related to ATTi's Developer APIs, including any modifications, improvements, and enhancements to any of the foregoing, and any materials provided to You by ATTi for purposes of utilizing ATTi's Developer APIs, or otherwise. You may not use ATTi's Developer APIs, ATTi Content, or ATTi 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) ATTi's trademarks and service marks set forth in Exhibit B (the "ATTi Trademarks") (i) that are returned as part of or adjacent to any ATTi Content in response to searches by Your Application(s) using ATTi's Developer APIs; (ii) to comply with Section 2.2(g) above; and (iii) in your Application(s) as otherwise agreed by ATTi in writing by ATTi (email sufficient). You shall not alter the placement or appearance of any ATTi Trademarks. You shall remove any ATTi Trademarks from Your Application(s) immediately upon ATTi's request. Display of ATTi Trademarks shall be subject to the review and approval of ATTi at any time and all such use shall be in accordance with ATTi'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 ATTi Trademark or in any other trademark or service mark of ATTi is transferred to You and ATTi retains all right, title, and interest in and to its marks and trademarks and service marks, including the ATTi Trademarks. ATTi may terminate this trademark license at any time for any reason and You must remove the ATTi Trademarks immediately.
(b) ATTi's Rights. You agree that ATTi, 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 ATTi's Developer APIs and ATTi Content.
3.3 Competitive or Similar Materials. In no event will ATTi 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 ATTi Owns User Data. As between ATTi and You, ATTi owns all information collected by ATTi arising out of Your use of the Developer APIs and ATTi Content, including information provided to ATTi by any End User who initiates a call to or clicks on a link supplied in any ATTi 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 ATTi 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 ATTi at the following address: AT&T Interactive, 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 ATTi.
4.3 Termination by ATTi. This Agreement and all rights granted by ATTi hereunder will automatically terminate without notice from ATTi if (a) You fail to comply with any provision(s) of these Terms, or (b) in ATTi's reasonable determination You are using ATTi's Developer APIs in a manner that (i) will damage or cause injury to ATTi's Developer APIs, (ii) will reflect unfavorably on the reputation of ATTi, or (iii) is not authorized by these Terms. In addition, ATTi may at any time, in its sole discretion, with or without notice, terminate all or part of ATTi's Developer APIs or suspend or terminate Your participation in all or part of the Developer Program for any or no reason. ATTi may also terminate these Terms if ATTi is prevented from providing any portion or all of ATTi'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 ATTi to seek a waiver of any law, rule, regulation, or restriction, or seek judicial review or appeal of any court order. ATTi 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 ATTi 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 ATTi for the failure by You to comply with any term(s) of these Terms, You shall pay to ATTi all attorneys' fees, collection fees, and related expenses, expended or incurred by ATTi 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 ATTi's Intellectual Property in connection with these Terms. Notwithstanding the foregoing or anything to the contrary in these Terms, upon termination of these Terms, ATTi shall retain all rights to the User Data, ATTi's Developer APIs, and all ATTi 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 ATTi, its affiliates and each of their respective directors, officers, employees, representatives, and agents ("ATTi 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 ATTi 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 ATTi Content or ATTi 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 ATTi'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 ATTi's option, you may assume control of the defense and settlement of any Claim subject to indemnification by You (provided that, in such event, ATTi 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 ATTi's prior written consent).
6. Warranties.
6.1 Your Representations, Warranties and Promises to ATTi. 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 ATTi's Developer APIs, ATTi Content, and ATTi 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 ATTi'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 ATTi'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 ATTi'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 ATTi Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF ATTI'S DEVELOPER APIs AND ATTI 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 ATTI'S DEVELOPER APIs, ATTI 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 ATTI HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO ATTI'S DEVELOPER APIs, ATTI 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. ATTI DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ATTI'S DEVELOPER APIs, ATTI CONTENT, OR OTHER ITEMS, THAT ATTI'S DEVELOPER APIs, ATTI CONTENT, OR OTHER ITEMS WILL MEET YOUR REQUIREMENTS, THAT THE PROVISION OR OPERATION OF ATTI'S DEVELOPER APIs, ATTI CONTENT, OR OTHER ITEMS WILL BE UNINTERRUPTED, FREE FROM BUGS, FAULTS OR DEFECTS, TIMELY, SECURE OR THAT DEFECTS OR ERRORS IN ATTI'SDEVELOPER APIs, ATTI CONTENT, OR OTHER ITEMS WILL BE CORRECTED, OR THAT ATTI'S DEVELOPER APIs, ATTI CONTENT, OR OTHER ITEMS WILL BE COMPATIBLE WITH FUTURE ATTI PRODUCTS, SERVICES OR SOFTWARE, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH ATTI'S DEVELOPER APIs, ATTI CONTENT, OR OTHER ITEMS WILL NOT BE LOST, CORRUPTED OR DAMAGED, INACCURATE, OR INCORRENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ATTI OR AN ATTI 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 ATTI'S DEVELOPER APIs, ATTI CONTENT, OR OTHER ITEMS AND ATTI 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 ATTI 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 ATTI 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 ATTI'S AGGREGATE LIABILITY FOR ANY OTHER TYPE OF DAMAGES UNDER OR ARISING OUT OF THESE TERMS OR YOUR USE OF ATTI'S DEVELOPER APIs OR ATTI CONTENT EXCEED ONE HUNDRED U.S. DOLLARS ($100). YOU SHALL NOT BRING ANY ACTION AGAINST ATTI ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF ATTI'S DEVELOPER APIs OR ATTI 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 ATTi or any of its affiliates without receiving prior written approval from ATTi.
8.2 Notice. Any notices relating to these Terms shall be in writing. Notices to You will be deemed given by ATTi when sent to You at the email address You provided when you registered to use the Developer API. Notices to ATTi 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 ATTi address: AT&T Interactive, 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 ATTi 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 ATTi.
8.7 Integration and Waiver,. These Terms represent the entire and exclusive agreement between You and ATTi 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 ATTi'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 ATTi 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. ATTi 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 ATTi’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 ATTi servers. Appended to the request string for the image will be all of the parameters ATTi captures about a particular page request. Your application’s page view data will be available to you in future reports.
Implementation
EXHIBIT B
ATTI TRADEMARK(S) AND USGAGE GUIDELINES
Trademark(s)
Usage Guidelines
AT&T Interactive's ("ATTi", "our" or "we") company name and brands are among its most valuable assets. They represent the quality, integrity, and goodwill of ATTi services. As a result, it is very important to ATTi that its name and brands be properly used by its business partners, licensees, and others. The trademark usage guidelines below set forth ATTi's requirements for using or referring to ATTi's brands, trademarks, logos, and slogans. ATTi 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 ATTi trademarks, service marks, and logos in connection with ATTi's services on websites or in advertisements, brochures, customer communications, press releases, packaging, and electronic communications and all other contexts. ATTi'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 ATTi's sole discretion, are set forth above.
1. Before you may use any of ATTi's trademarks, you must obtain ATTi's written approval, in its sole discretion, of the form, content, and context of any intended use. Any unauthorized use of ATTi's marks in a manner that might create the impression that ATTi 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 ATTi's trademarks correctly and do not abbreviate them.
• Use capitalization consistently.
• Use only those depictions of ATTi's trademarks that ATTi 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 ATTi trademark appears on that page or where the ATTi 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 ATTi attribution as the trademark owner any time our trademarks are used, e.g., "© 2010 AT&T Intellectual Property. All rights reserved. The YP logo device is a trademark of AT&T Intellectual Property and/or affiliated companies."
• If you have any questions about proper trademark usage, please ask us.
3. You may not incorporate any ATTi trademarks into any domain name you register or use, except upon prior written approval from ATTi.
4. You may not purchase any online advertising keyed to ATTi trademarks, except upon prior written approval from ATTi.
5. Upon learning of any improper, confusing, or unauthorized use of any ATTi trademark(s) by any third party, please contact ATTi immediately.
6. You should not take any action that leads a third party to believe ATTi's trademarks are owned by you or that affect or adversely impact, or might affect or adversely impact, ATTi's reputation. You are expected to use ATTi's trademarks at all times in a manner consistent with all applicable laws, including trademark laws.
7. You may not use any ATTi logo without ATTi'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 ATTi 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 ATTi. However, the ATTi 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 ATTi trademarks to refer to ATTi services provided you follow these guidelines. You may not mislead consumers as to any ATTi 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:
