BY SUBMITTING AN APPLICATION, YOU (AND THE ORGANIZATION THAT YOU REPRESENT, IF ANY) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THIS AGREEMENT AND WILL COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO COMPLY WITH THIS AGREEMENT, THE COMPANY DOES NOT GRANT YOU ANY RIGHT OR LICENSE TO USE THE API.
Capitalized terms used in this Agreement have the meanings set forth in this Section 1 or elsewhere in the body of this Agreement.
"Advertiser" means a merchant for who the Company provides, directly or indirectly, advertising services.
"API" means the YellowAPI.com application programming interface, the use of which is subject to this Agreement, the Usage Requirements and the Documentation.
"API Key" means the unique identifier provided to you that allows you to access the APIs and identifies you when accessing the APIs. You must obtain a new key for each Publisher Application you create.
"Cache" means the temporary or permanent storing of Licensed Data by you.
"Deal" means short term offers for discounted products, restaurants, events or services offered by merchants.
"Documentation" means any technical or other specifications or documentation that the Company may make available or provide to you relating to or for use in connection with the YellowAPI.com Tools.
"End User" means an end user on a Publisher Application.
"Forum" means the Publisher Center’s online forum at http://www.yellowapi.com/forum.
"Intellectual Property Rights" means any and all rights existing from time to time under patent, copyright, trademark, trade secret, unfair competition, moral rights, publicity rights, or privacy rights laws, and any and all other proprietary rights.
"Licensed Content" means all content provided by the Company in the APIs.
"Merchant Details" means an Advertiser’s personalized messages, enriched multimedia content or marketing content, as provided in the Licensed Content.
"Party" means the Company or Publisher, as contextually applicable; and "Parties" means the Company and Publisher, collectively.
"Profile Page" means a web page hosted by you and associated with your Publisher Application that is created by you using Licensed Content delivered by the Company to you as a result of a http query from your server to the Company’s Search APIs (or such other APIs as designated by the Company from time to time) and that is dedicated to displaying information regarding one business.
"Publisher Application" means the website(s) and, but not limited to, web-based mobile application(s) wholly owned or operated by you under your own trademark or brand through which any Licensed Content is distributed to End Users.
"Publisher Center" means the Company’s Publisher Center at http://www.yellowapi.com and any successor sites thereto.
"Trademarks" means the trade names, indicia, logos, and other trademarks and services marks of the Company used by the Company or any of its affiliates from time to time to identify its products and services.
"Usage Requirements" means the technical and operational specifications, standards and requirements for use of the Licensed Content and APIs, as established by the Company from time to time, and published on the Publisher Center.
"YellowAPI.com Tools" means the APIs, API Key, Documentation, Licensed Content, Publisher Center, Usage Requirements, technical support, and all other tools, services and information with respect to the Company’s Publisher Program or Licensed Content that the Company makes available to you through the Company’s Publisher Center or any other means.
YellowAPI.com Tools "Search Result" means a business listing that is created by You using Licensed Content delivered by the Company to Publisher as a result of a http query from a Publisher server to the Company’s Search API (or such other APIs as designated by the Company from time to time).
"Web Link" means the Company-designated URL redirect associated with a merchant, as provided in the Licensed Content.
(a) Granted To You
The API is an application that allows you to interface with the Company’s database to access and view business and government listings as well as Deals if applicable (the "Data"). Under and subject to the terms of this Agreement, the Company grants you a revocable, non-exclusive, non-transferable, non-assignable, limited license to: (i) implement the API in your application so that it (your application) can access and query the Data, and (ii) display the Data to consumers for their own personal use. For greater certainty, you may develop, distribute, or host an application (for example and without limitation, a website, a mobile device application and/or a personal computer application) that is designed to access and query the Data solely via the API. You may not use the API for personal or internal purposes. You may only use the API for applications that are consumer facing. In no circumstances may the API be used as a verification or an auto-fill system for enterprise software suites or point of sale systems. You shall not make bulk calls to the API for Merchant Details. Calls to the API for Merchant Details shall only be made further to an End User’s request.
This license shall not be interpreted in any circumstances to grant the right to sub-license. Data provided through the API can not be (a) purchased; (b) provided as a packaged file for static use; or (c) bundled in a sample format for development purposes.
(b) Granted To End Users
By way of a separate license, the Company grants the End Users a revocable, non-exclusive, non-transferable, non-assignable, limited license to access and use the API and the Data (the "Service") for their own personal use.
This license shall not be interpreted in any circumstances to grant the right to sub-license.
(c) Reservation of Rights
Any rights not expressly granted in this Agreement are reserved by the Company.
2.2 General Requirements and Restrictions
The above license is subject to the following general restrictions:
(i) you shall not submit any false or misleading information in your application to access and use the Service;
(ii) any application you develop utilizing the API shall be designed to access and use the Data only as allowed by this Agreement;
(iii) you may not develop an application using the API that provides a calling party name to a called party for display on the device receiving the call (e.g. land-line telephone, mobile telephone, computer or personal navigation device) by automatically (i.e. without human intervention) comparing the telephone number of the calling party with the Data during the communication session initiated by the calling party (for greater certainty, the foregoing language does not prohibit you from developing an application using the API that allows reverse phone lookups, whereby an End User manually inputs a telephone number to retrieve the information associated with that telephone number);
(iv) you may not develop an application which would be considered by the Company as a competitive application in the directory sector;
(v) you shall not access or attempt to access the Company’s database other than through the API;
(vi) you shall not falsify or alter any unique identifier (e.g. API Key) in, or assigned to, your application, or otherwise obscure or alter the source of queries coming from your application;
(vii) if requested by the Company, you shall provide instructions on how the Company can access any application you have developed utilizing the Service;
(viii) if you implement the API on a restricted website, you shall provide the Company with a log-in name and password that will allow the Company to access the website;
(ix) you shall not reproduce, modify, distribute, decompile, disassemble, or reverse engineer any portion of the Service, other than as provided in this Agreement;
(x) you shall not violate or attempt to violate the security of the Service (e.g. accessing a server or account you do not have authorization for; attempting to test, scan, probe, or hack the vulnerability of the API or any network used by the API; attempting to circumvent any authentication measures; overload, flooding, or pinging the API);
(xi) you shall not transit or otherwise make available any material that contains software virus or any other computer code, files, or programs designed to: (i) interrupt, destroy, or limit the functionality of any equipment (including software and hardware), or (ii) spy on the activities of others;
(xii) you shall not use the Service in a manner that, in the Company’s sole reasonable discretion, exceeds reasonable request volumes, constitutes excessive or abusive use, or otherwise fails to comply with or is inconsistent with this Agreement;
(xiii) you shall communicate the End User terms in Section 2.5 to End Users and shall obtain their agreement to such terms via a click through agreement (aka click-wrap or browse-wrap agreement);
(xiv) the click-wrap or browse-wrap agreement between you and any End User shall specifically state that the Company: (i) is a third party beneficiary of the agreement; and (ii) shall have the right to enforce the terms of the agreement;
(xv) you shall not use the Service in any manner to stalk, harass, invade the privacy of, or otherwise cause harm to, any person;
(xvi) you shall not use the Service in any manner that exposes the Company to any harm or liability of any nature;
(xvii) you shall not make any representations or warranties about the Service to any third party;
(xviii) you shall not use the Service in violation of any federal, provincial, municipal, state, or local law, rule or regulation, whether now existing or enacted in the future, or in any manner that would cause the Company to violate any such laws, rules, or regulations;
(xix) you shall not directly or indirectly generate queries or clicks through any automated, deceptive, fraudulent or other invalid means, including without limitation, through repeated manual clicks, the use of robots or automated programs or similar device, and the solicitation by payment of money, false representation or request for End Users to click on any of the Licensed Content;
(xx) you shall not frame, minimize, remove or otherwise inhibit the full and complete display of any Profile Pages;
(xxi) you shall not redirect an End User away from, or intersperse any content between, any link and its associated content;
(xxii) you shall not act in any way that violates any Usage Requirements or Documentation, as may be revised by the Company from time to time, or any other agreement between you and the Company, or engage in any action or practice that reflects poorly on the Company or otherwise disparages or devalues Company’s reputation or goodwill; and
(xxiii) you shall not use the API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/inception/descrambling equipment, illegal drugs, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts, body fluids, stolen products and items used for theft, explosives and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by government licensing regimes, weapons and related accessories.
2.3 Data-Related Restrictions
The above license is subject to the following restrictions regarding the Data:
(i) you may only present the Data in response to an End User in a search, discovery or action-driven flow/environment. You may not present the Data in bulk format;
(ii) you shall not re-order the presentation of the Data results returned following the End User request;
(iii) upon termination of this Agreement, you shall not retain or store any Data for any reason;
(iv) you shall not aggregate or otherwise combine Data from individual queries for any reason;
(v) you may only provide the Data to End Users on an "as is" basis and pursuant to the terms of this Agreement;
(vi) you shall not use any robot, spider, crawler, bots, site search/retrieval application, or other device to retrieve or index any portion of the Data, or permit any third party to do the same;
(vii) you shall not present the Data so that it appears to be derived from a third-party website;
(viii) you may not pre-fetch, retrieve, cache, index or store any Data, or portion of the Data. You may cache the Listing or Business name and the Listing ID for the sole purpose of matching generated data on your application to the API. You may only cache for this purpose if you do so temporarily, securely and in a manner that: (a) does not permit use of the Licensed Content outside the Service; (b) does not manipulate or aggregate any Licensed Content or portion thereof; (c) does not prevent the Company form accurately tracking usage; and (d) does not modify attribution in anyway. Should an End User request Licensed Content or a portion of Licensed Content that has been cached, a call must be made to the API in order to provide all of the Licensed Content to the End User; and
(ix) you shall use all reasonable efforts to keep all Data in a secure environment at all times according to the highest security standards. All Data transfer using the API shall be secured through encryption.
2.4 Technical Restrictions and/or Obligations
(a) Delivery and Use of Licensed Content
You agree to only query the APIs with search terms that are reasonably relevant to the End User query or End User activity. Queries which are initiated from End User input must be passed to the appropriate APIs, without editing, modifying, or filtering such queries individually or in the aggregate. We will deliver Licensed Content to you in response to your query that are within search parameters established by us (e.g. geography and category), at our discretion and subject to availability. The relevancy of the Licensed Content shall be determined by the Company, and the Company shall have sole discretion over what Licensed Content is made available through any API at any time. You shall only display the Licensed Content that the Company delivers to you in response to your API query to End Users, and you shall not alter the text or content of any Licensed Content. You must use the pgLen parameter at all times to control the number of listings displayed to an End User and display the entirety of the listings returned for a Search.
(b) Calls Per Day
Your free use of the Service is limited to five thousand (5,000) calls to the API per day per API Key. If you exceed this per-day limit, the API will temporarily stop working for you. If you exceed the limit on more than one (1) occasion, your access to and use of the Service may be permanently terminated. If you would like to request an increased volume of API calls for your API Key, please send your request as per the instructions found on the portal at http://www.yellowapi.com. The Company reserves the right to change the call per day limit at any time in its sole discretion.
(c) Throttle Rate
The rate at which the API may be called (the "Throttle Rate") has been set at two (2) API calls per second per API Key. You will not attempt to circumvent any technical measures we may put in place to enforce the Throttle Rate. The Company reserves the right to change the Throttle Rate at any time in its sole discretion.
(d) Impression Tracking
(e) Information and Cooperation
You shall not mask or obscure the true and complete user agent, referring URL, server URL, IP address, session ID, browser data, unique cookie or URL tag of an End User, or any other anonymous End User identification ascribed by you. You shall cooperate with the Company in a commercially reasonable manner to minimize automated, fraudulent or lower quality traffic, including without limitation, turning off, blocking, oscuring using mechanisms such as jump pages or otherwise eliminating traffic from sources identified by us to be invalid or problematic as soon as practicable upon our notification to you (and in no event later than 24 hours after such notification). For greater certainty, we will not request and you will not share any personally identifiable information with the Company. We shall determine the validity and quality of all traffic in its sole discretion, and we reserve the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access any Licensed Content, or any engagement in any activity prohibited by this Agreement.
2.5 End User Terms
The following terms (the "End User Terms") must be clearly and unambiguously communicated to, and agreed to by, End Users:
By using this application to obtain the Data from the Company’s database, End Users are entering into an agreement with the Company governing their use of the Data. End Users may only use the Data for their own personal use, and may not:
(i) publish, offer, sell, license, transmit, distribute, reproduce, or modify the Data in any manner;
(ii) retain or store any carrier, city or state Data that is returned as a partial result;
(iii) retain or store any Data in bulk for any reason;
(iv) aggregate retained or stored Data for any reason;
(v) use the Data for marketing purposes;
(vi) use the Data in any manner related to credit granting, credit monitoring, account review, insurance underwriting, employment, or any other similar purpose;
(vii) use the Data as a derivative database to verify, confirm, enhance, audit, update, or development any files, products, or databases owned, licensed, or marketed by other companies;
(viii) use the Data for the routing of telephone calls;
(ix) use the Data as part of a CD-ROM disc or other stand-alone product;
(x) use the Data in any manner to stalk, harass, invade the privacy of, or otherwise cause harm to, any person;
(xi) use the Data in any manner that exposes the Company to any harm or liability of any nature; and
(xii) use the Data in violation of any federal, provincial, municipal, state, or local law, rule, or regulation, whether now existing or enacted in the future.
(b) The Data
The Data may be changed, updated, or deleted without notice at any time and for any reason.
(c) The API
End Users may only use the API solely as necessary to obtain the Data from the Company’s database in accordance with these End User Terms.
You hereby grant the Company the right to use your logos, service marks, trademarks, trade names, and screen shots of the Publisher Application in the Company’s promotional and marketing materials, financial reports, publisher lists, and other materials to identify you as a member of the Company’s Publisher Program. The Company shall also have the right to identify you to Advertisers as a source of traffic to their advertising. Except as set forth in this Agreement, Publisher shall not use the Trademarks without the Company’s prior written approval and then only pursuant to the Company’s trademark usage guidelines.
In the event that you lose the rights licensed by the Company under this Agreement, End Users will no longer be able to obtain the Data from the Company’s database via your application.
End Users represent and warrant that they have the authority to enter into an agreement with the Company governing their use of the Data and that they will comply with these End User Terms.
(h) Disclaimer of Warranties
The Data is provided on an "as is" basis without warranties of any kind.
(i) Limitation on Liability
The Company will not be liable in any manner in connection with the use of the Data.
End Users shall indemnify, defend, and hold harmless the Company from and against all claims, actions, and judgments arising out of their use of the Data.
(k) Third Party Beneficiary
The Company shall be a third party beneficiary of any agreement between you and any End User, and shall have the right to enforce the terms of any such agreement.
2.7 API Key
After receipt of your Publisher Application for access to the Service, you will be assigned an API Key that is associated with your YellowAPI.com developer account. The API Key enables your Publisher Application to access and use the Service on a nonexclusive basis. All calls to the API made by your Publisher Application must include your API Key. You must keep your API Key confidential and you may not share it with any third party, other than the employees, consultants or sub-contractors of your Company. You are solely and entirely responsible for all uses of the Service occurring under your API Key. You must obtain a new key for each Publisher Application you create.
If you become aware of a breach of any part of this Agreement by you or any End User, you shall take prompt commercially reasonable actions to remedy such violation. Further, you shall notify the Company of such violation by email sent to email@example.com.
2.9 Fee for Use
At this time, the Service is offered and provided without charge; however, the Company reserves the right to implement a fee and payment terms for use at any time in its sole discretion. In the event that the Company elects to charge a fee for the Service, you will not be charged for the Service unless we obtain your prior agreement to pay such charges. You may elect to stop using the service rather than incur fees.
2.10 The Data
The Data accessible via the API may be changed, updated, or deleted without notice for any reason in the Company’s sole discretion. You acknowledge and agree that the Company may include "dummy information" in the Data that does not relate to any actual person or entity, for the purposes of allowing the Company to monitor compliance with this Agreement. The Data may also include advertising (i.e. photos, taglines, etc.) for the Company or third parties.
You acknowledge that the Company may also monitor the API activity for the purpose of ensuring quality and improving the Company’s products and services. You shall not interfere with such monitoring or otherwise obscure from the Company your API activity. The Company may use any technical means to overcome such interference. However, the Company is not responsible for monitoring or policing any dispute related to your use of any of the Company’s services (including, without limitation, the Company’s API) that may arise between you and any other account owner or other third party.
2.11 Future Versions
The Company reserves the right to release subsequent versions of the Service and to require you to obtain and use the most recent version.
The Company may, in its sole discretion, use commercially reasonable efforts to provide the Service to you twenty-four (24) hours a day, seven (7) days a week subject to normal maintenance downtimes, but it shall not be responsible for any disruption of the Service, regardless of length. Furthermore, the Company shall not be liable for losses or damages you may incur due to any errors or omissions in the Data, or due to your inability to access the Data due to disruption of the Service. Your sole remedy for breach of this section shall be to terminate the Agreement by discontinuing the use of the Service in compliance with the provisions of Section 3.2.
2.13 Featured Application
The Company may feature applications on http://www.yellowapi.com/gallery. At its sole discretion, the Company may select your application for featuring, in which case the posted content may include: (i) your name or the name of the entity you represent; (ii) your trade names, logos, trademarks, or service marks, or the trade names, logos, trademarks, or service marks of the entity that you represent; (iii) a screen shot of your application; (iv) a short text description; and (v) a link to your application’s website or download link for your application. If your application is selected, you grant the Company a non-exclusive, worldwide, royalty-free limited license to use, copy, reproduce, publish, and distribute the content described above (including any trade names, logos, trademarks, or service marks) for purposes of featuring your application.
(a) Linked Logo
You agree that on each web page or application window that displays Data to End Users, you shall display and link the "Powered by Walking Fingers ™ logo" in accordance with the instructions available at http://www.yellowapi.com/branding, and include a link to http://badge.yellowapi.com
(b) Links in Results
Responses to API calls will include at least one (1) hypertext link to http://www.yellowpages.ca. You agree to serve at least one (1) of these links with the Data to End Users.
(c) Hyperlinks on Applications
You agree that you will not use a "no follow tag" when linking to the API. You are specifically prohibited from: (i) adding a rel="nofollow" attribute to the anchor tag; (ii) redirecting the links to an intermediate page that is blocked from search engines with a robots.txt file; or (iii) using any other means to create a broken link(s) between http://www.yellowpages.ca and the publisher application.
The Data may include Trademarks. In connection with the inclusion of the Trademarks in the Data, the Company grants you a revocable, non-exclusive, non-transferable, non-assignable, limited license to display the Trademarks for purposes of promoting the Company’s ownership and provision of the Data. The Trademarks are the property of the Company, and you shall not, by virtue of this Agreement, obtain or claim any right, title, or interest to or in the Trademarks, except the right to display as specified herein.
The above license to display the Trademarks is subject to the following restrictions. You may not:
(i) display a Trademark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by the Company (other than your involvement with the Service), or could reasonably be interpreted to suggest editorial content has been authored by, or represents the views or opinions of the Company or Company personnel;
(ii) display a Trademark on your site if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to under-aged persons;
(iii) display a Trademark as the most prominent logo or element on a website;
(iv) display a Trademark in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to the Company in its sole discretion;
(v) display a Trademark in connection with any violation of law or regulation;
(vi) use the Trademarks to disparage the Company or its services; or
(vii) remove, modify, obscure or alter these Trademarks.
You understand and agree that the Company has the sole discretion to determine whether your use of the Trademarks is in compliance with the above restrictions. If the Company determines that your use is not in compliance, it may issue instructions as to how to bring you use into compliance. You agree to promptly comply with these instructions or cease your use of the Service.
3. TERM AND TERMINATION
The term of this Agreement (the "Term") shall commence on the date upon which your API Key is issued and shall continue in full force and effect until terminated herein.
The Company may at any time, in its sole discretion, terminate all or part of the API, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the API for any reason.
The Company may suspend, or terminate all or any aspect of the Service, including use of Company Trademarks, at any time for any or no reason immediately upon written notice to you (for the purposes hereof, an e-mail notice shall be considered as sufficient). The Company may suspend or terminate your access to and use of the Service at any time for any reason.
You may terminate this Agreement, at any time for any reason, by ceasing to use the Service and the Trademarks, removing the implementation of the API from your application, and deleting all copies of the Trademarks.
In the event of termination of the Service, your access and use of the Service, or this Agreement, all licenses shall immediately terminate, you shall remove the API from your application, and End Users may no longer make use of the Data. Section 5 and 6 shall survive the termination of this Agreement.
3.3 Effect of Termination or Expiration
Upon the termination of this Agreement, you shall cease using and distributing Licensed Content and immediately (a) destroy all Company IP, including the authorized cached data, and (b) cease using the Company IP, including without limitation, the Trademarks.
3.4 Agreement Modifications
You hereby agree that the Company may change, revise, or modify this Agreement at any time in its sole discretion, and that you will review this Agreement on a regular basis. Your continued use of the Service after any notice of an update constitutes your acceptance of the revised terms. If you do not agree to the changes, you may terminate this Agreement by discontinuing use of the Service in compliance with Section 3.2.
4.1 To You
In connection with your application, you must submit a working e-mail address. You hereby agree that we may deliver notices to you via that e-mail address. Notices delivered via e-mail shall be deemed given and received on the transmission date of the e-mail. We may also provide certain notices to you by posting information on the portal at http:www.yellowapi.com.
4.2 To the Company
In the event that you need to communicate with the Company, notices should be sent to firstname.lastname@example.org.
You represent and warrant to the Company that:
(i) you are authorized to enter into this Agreement and to fully perform your obligations hereunder, in your individual capacity or on behalf of the entity you represent;
(ii) entry into this Agreement or performance of this Agreement shall not violate any outstanding obligation you have to any third party;
(iii) your obligations under this Agreement do not violate the common law, statutory or Intellectual Property Rights of any third parties;
(iv) you comply and will comply with all applicable law in the jurisdiction in which you operate in connection with this Agreement;
(v) you shall use all commercial reasonable efforts to prevent the introduction of any computer viruses, worms, Trojan horses, time outs, back doors, disabling devices, code blocks and other disruptive or harmful code in any queries, Publisher Application, software, and any other technology you use to interact with the APIs and any other of the Company’s systems in connection with this Agreement,
(vi) you shall use the Service strictly in accordance with the limitations set forth in this Agreement;
(vii) you have provided accurate registration information;
(viii) you will ensure that the End Users receive and agree to the End User terms set forth in Section 2.5, and comply with their requirements; and
(ix) the Company shall be a third party beneficiary (with enforcement rights) of any agreement between you and any End User.
5.2 Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE AND ANY DATA MADE AVAILABLE BY IT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF COMPANY IS ADVISED OF THE PURPOSE), WARRANTIES AGAINST INTELLECTUAL PROPERTY AND OTHER INFRINGEMENT AND THE IMPLIED WARRANTIES ARISING FROM A PARTICULAR COURSE OF DEALING OR USAGE OR TRADE. THE COMPANY SPECIFICALLY DISCLAIMS ANY CLAIM IN TORT (INCLUDING NEGLIGENCE), IN EACH CASE, WITH RESPECT TO THE SERVICE OR ANY MATERIALS PROVIDED BY THE COMPANY AND ANY OTHER INFORMATION TECHNOLOGY, CONTENT, PRODUCTS OR SERVICES PROVIDED BY THE COMPANY UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
You agree that, except as permitted under this Agreement, you will not otherwise use in any way for your own account or the account of any third party, nor disclose to any third party, any Confidential Information revealed to you by the Company, except that Confidential Information may be disclosed pursuant to a regulation, law, court order or rule of any applicable securities exchange (but only to the minimum extent required to comply with such regulation, order, or rule and with advance written notice to the Company). You shall take commercially reasonable efforts to protect the Confidential Information, such precaution not to be less than the precautions you take to protect the confidentiality of your own Confidential Information. "Confidential Information" means any and all information disclosed by the Company to you, in any form, that is designated, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or proprietary. Confidential Information shall include, without limitation, all source code, technology, programming, trade secrets, customer lists, technical data, traffic and financial data, and click-through and conversion rates related to the Company and the Company’s Publisher Program. Confidential Information shall not include information which (a) is in or becomes a part of the public domain through no act or omission by you; (b) was in your lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use; (c) is independently developed by you without use of the Confidential Information; or (d) is lawfully disclosed to you, without restriction, by a third party who did not acquire the information directly or indirectly from the Company. You understand and agree that the Company’s list of advertisers, whether derived directly from the Company, the Licensed Content, or otherwise is Confidential Information of the Company.
6.2 Limitation on Liability
THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE IN ANY MANNER, INCLUDING LIABILITIES RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE SERVICE OR MALFUNCTIONS IN THE SERVICE, INACCURACY OR INCOMPLETENESS OF THE UNDERLYING DATA; (B) THE COST OF PROCURING SUBSTITUTE SERVICES; (C) ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; OR (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA THROUGH THE SERVICE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You shall indemnify, defend and hold harmless the Company and any of their officers, affiliates, directors, shareholders, employees and agents, from and against any and all loss, costs damage assessments, injuries, expenses (including but not limited to reasonable legal costs and fees), claims and liabilities arising out of or incurred due to your: (i) breach of this Agreement, (ii) use or misuse of the Service, (iii) negligence, misconduct, misrepresentation to End Users, and (iv) failure to abide by the restrictions set forth herein. You shall not, without the prior written consent of the Company, settle, compromise or consent to the entry of any judgment that could impose any liability or obligation upon the Company. If the Company is threatened with suit or sued by a third party, the Company may seek written assurances from you concerning your promise to indemnify the Company; and failure to provide such assurances may be considered by the Company to be a material breach of this Agreement. The Company will have the right to participate in any defense by you of any indemnified claim, with counsel of the Company’s choice at your expense.
The Company shall not be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Company, and then only to the extent specifically set forth in such writing. A waiver with reference to a particular event shall not be construed as a continuing waiver of any right or remedy as to a subsequent event.
If the application of any provision or provisions of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
6.6 Governing Law/Venue
This Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario without regard to choice of law provisions. Each party hereto: (i) consents to and waives any objections to personal jurisdiction, service of process, and venue in the Provincial and Federal Courts located in the Province of Ontario, Canada, and (ii) agrees that any action or proceeding arising out of or related to this Agreement will be filed and prosecuted only the aforementioned courts. The prevailing party in any legal action related to this Agreement shall be entitled to reasonable legal fees. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you against the Company and arising out of or related to use of the Service or this Agreement must be filed within three (3) year after such claim or cause of action arose or be forever barred.
6.7 Independent Contractors
The Company and you are independent contractors under this Agreement, and nothing herein will be construed to create a partnership, joint venture, franchise or agency relationship between the Company and you. Neither party has any authority to enter into an agreement of any kind on behalf of the other party.
6.8 No Third Party Beneficiaries
No other person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.
6.9 Force Majeure
The Company will not be deemed to be in default of or to have breached any provision of this Agreement as a result of any delay, failure in performance or interruption of the Service, resulting directly or indirectly from acts of nature, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond each party’s reasonable control.
You may not assign, delegate, or transfer its rights and obligations under this Agreement to any third party (including but not limited to a successor-in-interest, or pursuant to a sale, merger, or other corporate transaction) without the express prior written consent of the Company. You acknowledge that the Company may assign this Agreement without your consent. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns.
Except as otherwise set forth herein, this Agreement is non-exclusive and either Party may enter into similar agreements for similar services provided herein with third parties.
6.12 Section Headings
The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
6.13 Entire Agreement
This Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understanding, express or implied or written, among the parties.
At the express wish of the Parties hereto, this Agreement has been drawn up in the English language. Any notice, instruction, specification or other general communication to be given or made hereunder between the Parties shall be so given or made in the language agreed upon by the Parties hereto. A la demande expresse des Parties, ce contrat a été rédigé en anglais. Tout avis, directive, exigence ou autre communication de nature générale qui doit être fait ou donné entre les Parties le sera dans la langue convenue par les Parties.
7. Terms Applicable to the Deals API
7.1 Any calls to the Deals API’s GetDealDetails must be accompanied by a call to the Places API’s GetBusinessDetails using the merchant_yp_id value if applicable. Data related to the Merchant must be displayed along with Data concerning the Deal.
7.2 The issuer and or Merchant offering the Deal is fully responsible for all goods and services it provides to the End User. Company is not responsible for any and all injuries, illnesses, damages, claims, liabilities and costs the Deal may cause the End User to suffer.
7.3 The following statement must be included in the Information and Legal section of the Publisher Application:
The content contained herein is provided to you "as is" and "as available" and without warranty or condition of any kind, whether express or implied. The Issuer and/or Merchant of the voucher is fully responsible for all goods and services it provides to you and for any and all injuries, illnesses, damages, claims, liabilities and costs ("Liabilities") it may cause you to suffer. You waive and release Yellow Pages Digital & Media Solutions and its subsidiaries, affiliates, partners, officers, directors, employees and agents from any Liabilities related to the use of the voucher.