Customer Contract Terms & Conditions

 
  1. Directory Advertising; Internet Services; Terms and Conditions: Customer and Publisher (Yellowbook Inc. or YP Tel Inc.) agree that Publisher will publish advertising in the Directories and/or provide the Internet Services, in accordance with the terms and conditions of this agreement. The term "Directories" means the directory or directories listed on this agreement. The term "Internet Services" means the internet advertising and/or website design services listed on this agreement or in a separate agreement between Publisher and Customer. The term "Lead Tracker" means the lead tracking service listed on this agreement. The term "Direct Mail" means the direct mail services listed on this agreement. Additional terms and conditions governing Internet Services, Lead Tracker Services and Direct Mail Services are set forth at www.yellowbook.com. Such terms and conditions are hereby incorporated into, and are a part of, this agreement.
  2. No Obligation to Publish: Publisher reserves the right to reject this agreement, and/or any copy that it deems, in its sole discretion, to be objectionable. Publisher may reject this agreement at any time within twenty (20) business days after delivery of this agreement by Customer to Publisher. Publisher may reject any copy within twenty (20) business days after such copy is submitted by Customer to Publisher.
  3. Credit: Signer authorizes Publisher to check credit history of signer and Customer with bank and trade references and business and/or consumer credit reporting agencies and further authorizes any such credit reporting agency to provide credit information about signer and/or Customer to Publisher. Signer and Customer agree that Publisher may share signer's and/or Customer's payment record with credit reporting agencies. Publisher has the right to establish credit limits and terms, require deposits, advance payments (e.g., 50% in advance, full payment in advance) or to cancel this agreement if Customer's or signer's, as the case may be, credit history proves to be unsatisfactory, in Publisher's sole, but commercially reasonable, discretion.
  4. Duration of Agreement; AUTOMATIC RENEWAL; Distribution of Directories: A. With respect to advertising in the Directories, the term of this agreement is equal to the issue period for each Directory. The issue period for each Directory is 12 months from date of publication. Publisher reserves the right to extend or reduce a Directory's issue period by no more than six months. If the issue period of a Directory is extended, charges will be extended accordingly. With respect to Internet Services, the initial term of this agreement is for 12 months. Thereafter, this agreement will continue in effect with respect to the Internet Services until Publisher or Customer cancels. Any cancellation under this paragraph 4 shall be made in accordance with paragraph 8. B. WITH RESPECT TO ADVERTISING IN A DIRECTORY, BY ENTERING INTO THIS AGREEMENT WITH PUBLISHER, CUSTOMER AGREES TO THE AUTOMATIC RENEWAL OF CUSTOMER’S ADVERTISING IN SUCCESSIVE ISSUES OF SUCH DIRECTORY, ON THE SAME TERMS AND CONDITIONS AS SET FORTH IN THIS AGREEMENT, PROVIDED THAT: (i) THE FORM, CONTENT AND DISTRIBUTION OF THE SUCCESSIVE ISSUE OF THE DIRECTORY IS MATERIALLY THE SAME AS THE FORM, CONTENT AND DISTRIBUTION OF THE PRIOR ISSUE OF SUCH DIRECTORY; (ii) THE FORM AND CONTENT OF CUSTOMER’S ADVERTISING IN THE SUCCESSIVE ISSUE OF THE DIRECTORY IS MATERIALLY THE SAME AS THE FORM AND CONTENT OF CUSTOMER’S ADVERTISING IN THE PRIOR ISSUE OF THE DIRECTORY; (iii) NOTICE IN WRITING OF SUCH AUTOMATIC RENEWAL IS SENT TO CUSTOMER BY PUBLISHER AT LEAST FORTY-FIVE (45) DAYS BEFORE THE CLOSING DATE OF THE SUCCESSIVE ISSUE OF SUCH DIRECTORY AND CUSTOMER DOES NOT GIVE NOTICE IN WRITING TO PUBLISHER CANCELING SUCH AUTOMATIC RENEWAL AT LEAST SEVEN (7) DAYS PRIOR TO SUCH CLOSING DATE; (iv) WHERE CUSTOMER HAS PURCHASED ADVERTISING IN A DIRECTORY AS PART OF A BUNDLE WITH OTHER PRODUCTS, THE AUTOMATIC RENEWAL OF CUSTOMER’S ADVERTISING IN THE DIRECTORY WILL INCLUDE AUTOMATIC RENEWAL OF THE OTHER PRODUCTS INCLUDED IN THE BUNDLE; AND (v) THE COST FOR THE ADVERTISING WILL BE THE THEN-CURRENT MARKET PRICE FOR SUCH ADVERTISING AND WILL BE INDICATED IN THE NOTICE OF AUTOMATIC RENEWAL SENT TO CUSTOMER. SEE PARAGRAPH 4.A OF THIS AGREEMENT FOR INFORMATION ABOUT THE ISSUE PERIOD OF DIRECTORIES. IN THE EVENT THAT CUSTOMER CANCELS THE AUTOMATIC RENEWAL OF ADVERTISING IN SUCH DIRECTORY AND CUSTOMER WISHES TO AGAIN ADVERTISE IN SUCH DIRECTORY, A NEW AGREEMENT BETWEEN CUSTOMER AND PUBLISHER FOR ADVERTISING IN SUCH DIRECTORY WILL BE REQUIRED. C. Customer acknowledges that Publisher honors opt-out requests from consumers who do not wish to receive Directories. Customer also acknowledges that Publisher may use targeted distribution to heavier directory users and therefore may not distribute Directories to all households within the directory coverage area. Customer further acknowledges that the print quantity shown in the body of this agreement is an estimate and may vary from the quantity distributed.
  5. Disconnection of Customer's Phone Number or Termination of Internet Services: The change or disconnection of a phone number in an advertisement, or termination of Internet Services by Customer, will not release Customer from its obligations under this agreement.
  6. Payment (Print Advertising and Internet Services): A. Customer agrees to pay the amounts listed in the body of this agreement for print advertising in the Directories and/or Internet Services. B. For print advertising, Publisher will bill Customer monthly for the issue period of each Directory. Publisher may require full payment in advance or at its discretion may bill Customer monthly or annually or as indicated in the body of this agreement. C. For Internet Services, Publisher may require full payment in advance or at its discretion may bill Customer monthly or annually, as indicated in the body of this agreement. D. If Publisher does not receive the full amount invoiced by the due date on the bill, Publisher may assess a late charge not to exceed 1.5% per month of the overdue amount. If customer fails to pay any bill, whether for print advertising or Internet Services, within thirty (30) days of the due date or, in the case of Internet Services, such shorter period as is provided in the Internet Services terms and conditions, Publisher will have the following rights: 1. Publisher may require full and immediate payment of all amounts due under this agreement. 2. Publisher may cancel publication of Customer's print advertisements in any as then unpublished Directories, and 3. Publisher may suspend or cancel the Internet Services. E. Any deposit may be applied to the last payment coming due under this agreement and/or to delinquent balances. F. Customer agrees to pay a $4.00 handling charge for each installment bill issued by Publisher. The handling charges will be waived for Customers on the AutoPay program. G. Accounts with a monthly charge of $30.00 per month or less will be required to the pay the full annual amount upon receipt of the first invoice. H. All payments will be applied first to the oldest balances outstanding.
  7. Copy, Proofs and Revisions: A. Customer must furnish all copy for print advertising and/or Internet Services prior to the reasonable deadlines set by Publisher. If Customer fails to do so, Publisher may create and publish such copy. Publisher reserves the right to exercise printers prerogative concerning details relating to typeface and style, use of benday and adjustments in layout and design. Publisher will endeavor to furnish proofs of new and revised display print advertisements, but failure to do so will not relieve Customer of its obligations under this agreement. Color is at the discretion of Publisher. No specific color is guaranteed. Publisher reserves the right to modify camera ready or "spec art" if it does not meet Publisher's printing requirements. B. It is Customer's responsibility to notify Publisher, in writing, of any and all name, address or telephone number changes prior to the applicable deadline of each Directory. If Customer fails to do so, Customer will remain obligated to make payments for its advertisement, regardless of whether Publisher was able to make the necessary changes. C. Publisher will determine all headings that appear in its directories. Publisher, at its sole discretion, may refuse to publish an advertisement under a particular heading and does not guarantee the position of an advertisement under a particular heading. Failure to publish an advertisement in a particular position shall not be the basis for claim or adjustment to the amount owed by Customer. Publisher may change the form, appearance, size and content of any of the Directories or of its internet site at any time without notice to Customer. D. CUSTOMER AGREES THAT PUBLISHER, ITS EMPLOYEES, AFFILIATES AND AGENTS SHALL NOT BE LIABLE FOR ERRORS OR OMISSIONS IN DIRECTORY ADVERTISING IN EXCESS OF THE AMOUNT PAID FOR THE ITEM(S) AND SHALL NOT BE LIABLE FOR LOST PROFITS, DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR CONTINGENT DAMAGES ARISING OUT OF SUCH AN OMISSION OR ERROR. NO ADJUSTMENT WILL BE GIVEN FOR DELAY OF PUBLICATION OR DISTRIBUTION OR FOR CHANGES IN THE ANTICIPATED NUMBER OF DIRECTORIES TO BE PUBLISHED OR DISTRIBUTED. PUBLISHER'S LIABILITY FOR ERRORS IN LISTINGS SHALL BE LIMITED TO THE PRICE OF THE LISTING IN QUESTION, AND THERE WILL BE NO ADJUSTMENT WITH RESPECT TO FREE LISTINGS OR FREE ADVERTISEMENTS. IT IS THE CUSTOMER'S RESPONSIBILITY TO NOTIFY PUBLISHER OF ERRORS OR OMISSIONS IMMEDIATELY WITH RESPECT TO CUSTOMER'S INTERNET SERVICES. PUBLISHER WILL ENDEAVOR TO CORRECT ANY SUCH ERROR OR OMISSION PROMPTLY. CUSTOMER WILL NOT BE ENTITLED TO ANY ADJUSTMENT OR CREDIT DUE TO ERRORS OR OMISSIONS IN CUSTOMER'S INTERNET SERVICES. PUBLISHER'S SOLE OBLIGATION BEING TO CORRECT ANY SUCH ERROR OR OMISSION. LIMITATION OF LIABILITY-BY CATEGORY: 10% ADJUSTMENT - TYPOGRAPHICAL ERRORS, INCORRECT/OMITTED LOGO, LAYOUT ISSUE (BORDERS, APPEARANCE, FONT), INCORRECT E-MAIL OR URL ADDRESS; 25% ADJUSTMENT - INCORRECT ALTERNATIVE PHONE NUMBER, MISSPELLED BUSINESS NAME/ ADDRESS, INCORRECT ILLUSTRATION/PHOTOGRAPH; 100% ADJUSTMENT - OMISSION OF ADVERTISEMENT, INCORRECT MAIN PHONE NUMBER; NO ADJUSTMENT - PLACEMENT, POSITION, INACCURACIES WITH FREE LISTINGS OR FREE ADVERTISING ITEMS, NO PROOF OF ADVERTISING RECEIVED, VARIATIONS OR ERRORS IN COLOR ADJUSTMENT EQUAL TO THE PUBLISHER'S STATED CHARGE - OMISSIONS OF COLOR/ HIGHLIGHT E. IN NO EVENT WILL PUBLISHER, ITS EMPLOYEES, AFFILIATES OR AGENTS BE LIABLE TO CUSTOMER FOR ANY OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, ALLEGED LOSS OF BUSINESS, REVENUES OR PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING. CUSTOMER UNDERSTANDS THAT THIS LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM AGAINST PUBLISHER, ITS EMPLOYEES, AFFILIATES AND AGENTS, INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON BREACH OF CONTRACT, TORT (SUCH AS NEGLIGENCE) OR STRICT LIABILITY OR STATUTE.
  8. Cancellation/Notices to Publisher: With respect to print services, Customer may cancel this agreement, upon written notice to Publisher given prior to the fourteenth (14th) day after Customer signs this agreement (prior to the fourteenth (14th) day after Customer's voice verification of this agreement if this agreement was made by way of telephone sale). With respect to the Internet Services, other than Web Reach services, Customer may cancel this agreement seven (7) days prior to the establishment of the Internet Services. With respect to the Web Reach services, Customer may cancel this agreement effective after the initial six (6) months of Web Reach services on twenty (20) days prior notice to Publisher. Customer shall give any written notice to Publisher required by this Agreement by certified mail, return receipt requested, reputable overnight courier or hand delivery, and notices will be deemed to have been given, one (1) day after date of mailing or date of deposit with a reputable overnight courier, or on the day of delivery if delivered by hand. Any such notice shall be addressed to Customer Service, Attn: Cancellations, Yellowbook at 6300 C St SW., Cedar Rapids, IA 52404. Customer acknowledges that Publisher shall retain any deposit, which will be applied to any future print services or Internet Services purchased by Customer within two years from the date of this agreement. At the end of such two-year period, Customer will forfeit the deposit including any right to apply the deposit to future print services or Internet Services.
  9. Force Majeure: Publisher shall not be liable to Customer for any failure of the Internet Services resulting from events beyond Publisher's control, including fire, accident, acts of God, strike, power or telephone failure or the inability to obtain access to any web site included in the Internet Services.
  10. Right to Use Trademarks and Photographs; Permits and Licenses; No Endorsement; Indemnification: A. Customer represents and warrants that it has the right to use any trademark, trade name, or copyrighted material included in any copy submitted to Publisher. Customer also represents and warrants that it has the right to use any artwork, portrait, picture or illustration of a person shown in any copy submitted to Publisher. Customer will notify Publisher, in writing, if Customer should cease to have any such right. Customer assumes sole responsibility for the protection of its intellectual property rights in any writing, pictorial illustration, design, map, photograph, or combination thereof, included in its print advertising or the Internet Services. B. Customer represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in its print advertising or in the Internet Services and to appear under the heading classification(s) listed on this agreement. Customer agrees that it is responsible for ensuring that its print advertising and Internet Services comply with any laws or regulations that may be applicable to its business. Customer understands and agrees that Publisher does not approve or endorse any of Customer's products or services, whether or not identified in Customer's print advertising or in the Internet Services. C. Customer agrees to indemnify Publisher (and its employees, affiliates and agents) against, and hold Publisher (and its employees, affiliates and agents) harmless from, all liability, claims demands, suits or causes of action, whether or not partially attributable to the negligence of Publisher, and will pay all expenses, including reasonable attorney fees, settlements, and/or judgments, incurred by Publisher in the defense thereof, arising out of Customer's breach or alleged breach of the foregoing representations and warranties.
  11. Successors and Assigns; Entire Agreement: Customer acknowledges having entered into this agreement without relying upon any promises, statements, estimates, representations, warranties, conditions or other inducements, expressed, implied, oral or written, not specifically set forth herein. This agreement contains the entire understanding between the parties and shall bind the parties and their respective successors and assigns. Customer may not assign its rights hereunder without the prior written consent of Publisher, and no such assignment shall relieve Customer of its liability hereunder.
  12. Collection Expense: In the event Publisher refers Customer's account to a collection agency or attorney due to a non-payment, Customer will be liable for all of Publisher's reasonable costs and expenses incurred in connection with Customer's non-payment, including, without limitation, court costs and reasonable attorneys' fees up to 25% of the amount of the unpaid account balance (plus interest accrued thereon).
  13. Sales Representative Not Authorized to Make Changes: The sales representative of Publisher has no authority to make any changes in this agreement or to commit Publisher in any manner whatsoever in contradiction to the provisions expressly set forth in this agreement.
  14. Miscellaneous: A. The individual signing this agreement on behalf of Customer represents and warrants that he or she is authorized to sign as an owner, officer, partner, or employee of Customer and that he or she is empowered to bind Customer to the terms and conditions contained herein. B. This agreement shall be governed by, and interpreted in accordance with, the laws of the state in which Customer maintains its principal place of business. C. Prices do not include federal, state and local sales, use, excise or gross receipts taxes, if applicable, and Customer agrees to pay or reimburse Publisher for such taxes. D. If any provision of this agreement is held to be unenforceable, such holding shall in no way invalidate any other provision hereof, and this agreement shall remain in full force and effect. E. This agreement may be executed and delivered in any number of counterparts, and all such counterparts shall constitute the same instrument. Customer understands and agrees that an authentic copy or electronic reproduction of this agreement shall have the same force and effect as an original counterpart. F. This agreement supersedes any other verbal or written agreement between Customer and Publisher. This agreement may not be changed except by a writing signed by an authorized signatory of Customer and Publisher. G. IN ANY LEGAL PROCEEDINGS RELATED TO THIS AGREEMENT, PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHTS THEY MAY HAVE TO PARTICIPATE IN ANY CLASS, GROUP OR REPRESENTATIVE PROCEEDING, AND PUBLISHER AND CUSTOMER HEREBY AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY.
  15. Authority; Persons Obligated; Signer Obligated: The signer agrees that he/she has the authority and is signing this agreement (1) in his/her individual capacity, (2) as a representative of the Customer, and (3) as a representative of the entity identified in the advertisement or for whose benefit the advertisement is being purchased (if the entity identified in the advertisement is not the same as the Customer or the signer). By his/her execution of this agreement, the signer personally and individually undertakes and assumes, jointly and severally with the Customer, the full performance of this agreement, including payment of amounts due hereunder.

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Lead Tracker - Additional Terms and Conditions

  1. Yellowbook Inc. or YP Tel Inc. will arrange for Customer's use of a "keyed/metered" telephone number (otherwise referred to as an RCF telephone number or RCF) and/or a measurable URL/Domain Name to be inserted in Customer's advertising program. The number of incoming calls and/or website visits generated by the ad(s) and other qualitative data will be measured and analyzed throughout the life of the applicable Yellowbook print directory or directories and/or the term of the other applicable Yellowbook advertising products (such issue year and/or term being hereinafter referred to as the "Advertising Period").
  2. Customer agrees during the Advertising Period not to publish or otherwise make use of the RCF telephone number and/or URL/Domain Name in any other media (including but not limited to newspaper, TV, radio, direct mail, outdoor, internet or yellow pages advertising). Customer further agrees not to disclose any results of this program at any time without the prior written consent of Yellowbook.
  3. Customer agrees that Yellowbook may publish all or any portion of customer's advertising program on online products owned or operated by Yellowbook's distribution partners and affiliates.
  4. Customer authorizes Yellowbook to use the name of Customer, telephone call data, and number of website visits generated through this program, in Yellowbook advertising, marketing and promotional materials.
  5. In the event that Customer fails to make payment when due for the advertising program in which the RCF telephone number and/or URL/Domain Name is included or in the event of a breach by Customer of paragraph 1, Yellowbook shall have the right to disconnect such RCF telephone number and/or URL/Domain Name and, in the case of an RCF telephone number, Yellowbook will have the right to forward calls received on the RCF telephone number to other Yellowbook advertisers in Customer's market providing the same or substantially the same services and/or products as Customer. Disconnecting of the RCF telephone number and/or URL/Domain Name, and/or forwarding of calls received on the RCF telephone number, does not release Customer from Customer's obligations under this agreement or from Customer's obligations to pay for such advertising program for the entire Advertising Period, including portions of the Advertising Period following the disconnecting of the RCF telephone number and/or URL/Domain Name or forwarding of calls received on the RCF telephone number.
  6. Yellowbook shall have the right to seek enforcement of this agreement by action for specific performance, injunction and/or recovery of money damages and/or by other appropriate legal action in the event of breach or threatened breach by Customer.
  7. If Customer has ordered the Call Recording feature on the RCF telephone number(s), Customer agrees to the additional terms and conditions relating to the Call Recording feature set forth on Exhibit A below, and further agrees as follows:
    1. Customer is solely responsible for use of the Call Recording feature in compliance with federal, state and local laws and regulations governing the recording of telephone calls, and other federal, state and local laws and regulations.
    2. Without limiting (a) above, if Customer is a "health care provider" as defined by the Health Insurance Portability and Accountability Act ("HIPAA"), Customer is solely responsible for use of the Call Recording feature in compliance with Customer's obligations under HIPAA relating to the protection of individually identifiable health information.
    3. Without limiting (a) above, if Customer is accepting credit or debit card payment information via telephone, Customer is solely responsible for use of the Call Recording feature in compliance with Customer's obligations under the Payment Card Industry (PCI) Data Security Standard.
    4. Customer is solely responsible for informing all employees and other persons answering Customer's RCF telephone number that calls are being recorded.

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Exhibit A - Call Recording Option

  1. Yellowbook has entered into an agreement with a third party vendor ("Vendor") that allows Yellowbook to use Vendor's voice recording and call tracking services via Vendor's private and proprietary telecommunications network (the "Services"). Under the terms of this agreement between Vendor and Yellowbook, a non-exclusive revocable license is granted for Yellowbook to provide the Services to Customer, subject to the following terms and conditions.
  2. Vendor is not a party to the agreement between Customer and Yellowbook.
  3. Customer understands and acknowledges the Services make an electronic recording of all telephone calls made to the designated, licensed telephone numbers for purposes of "quality assurance" and "customer service." Customer understands and acknowledges that when a person (the "Caller") makes a call to Customer through any licensed phone number, Caller will be automatically advised that each call is subject to recording and monitoring prior to the connection of the telephone call to Customer.
  4. As a condition of usage, Customer expressly agrees, acknowledges, and warrants that federal, state, and local laws may require that Customer provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and /or other persons who are on the receiving end of the recorded telephone calls (the "Call Receivers"). Customer agrees, acknowledges, and warrants it will be solely responsible for providing and/or obtaining all notices, consents and permission relating to Call Receivers, as required by applicable law. Customer may be required from time to time to certify in writing to Yellowbook, and update this certification on a monthly basis, that all Call Receivers have been notified, have consented and have given permission to have their voice, identity, and call content recorded, monitored, stored, and divulged. If Customer is accepting credit or debit card payment information via telephone, Customer is solely responsible for use of the Call Recording feature in compliance with Customer's obligations under the Payment Card Industry (PCI) Data Security Standard.
  5. Customer agrees, acknowledges, and warrants that Yellowbook and Vendor accept no responsibility for (a) the legality of recording, monitoring, storing, and/or divulging telephone calls and (b) the legality of the language used in the recorded notification as these services and content pertain to federal, state, and local laws. Customer agrees, acknowledges, and warrants by using the Services that Customer has reviewed the legality of recording, monitoring, storing, and divulging telephone calls, and that Customer and Yellowbook are permitted to engage in those activities, and that Customer shall use the Services in compliance with federal, state, and local laws. If Customer is a "health care provider", as defined by the Health Insurance Portability and Accountability Act ("HIPAA"), Customer is solely responsible for use of the Services in compliance with Customer's obligations under HIPAA related to the protection of individually identifiable health information.
  6. Customer also agrees, acknowledges, and warrants it has established proper procedures to protect the privacy of the Callers and the Call Receivers. In the event the Vendor provided notification requires a revision in order to comply with applicable law, then Customer (itself, or through its agent) shall promptly advise Yellowbook in writing of that fact.
  7. Customer hereby agrees, acknowledges and warrants that Yellowbook is duly authorized to act as its agent, and is granted full access to administer, manage, use, and monitor the call recordings. Customer agrees that use of the Services is subject to Yellowbook's good standing with Vendor, and may be terminated at any time Vendor terminates service with Yellowbook. Customer acknowledges that all matters regarding the Services provided by Yellowbook to Customer are between Customer and Yellowbook. Vendor and Yellowbook are not joint ventures or partners, and Vendor specifically disclaims any responsibility for any actions of Yellowbook in administering, monitoring, using or accessing the Services on Customer's behalf. Specific permission is granted to Yellowbook, as Customer's provider, to administer, monitor, use and access Customer's calls as Customer's agent.
  8. Customer shall defend, indemnify, and hold harmless Yellowbook and Vendor and their agents (including employees) from any and all claims, liabilities, and/or damages that arise from or relate to use or misuse of the Services by Customer.
  9. Yellowbook and Vendor are not liable or responsible for any failure, outage, or other circumstances that may cause any or all of Customer's telephone calls not to be received, recorded, monitored, divulged, and/or saved at all and/or as planned, including but not limited to privacy-rights liability, consequential damages, lost profits, or loss of any other interest that may occur, directly or indirectly.
  10. The Services shall not be used to intimidate, harass, or otherwise violate the privacy or other rights of Caller or Call Receiver. In the event that Yellowbook or Vendor discover any alleged misuse of the Services, Yellowbook or Vendor may terminate the Services without prior written notice and without liability.

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Direct Mail (Includes Marriage Mailers, Postcards, Door Hangers and Newsletters/Magazines) – Additional Terms and Conditions

  1. Publisher will deliver Marriage Mailers, Postcards and Newsletters/Magazines to the appropriate U.S. Postal Service office for mail delivery to targeted residences in the selected market area(s) in the selected time period(s) as specified in the Agreement. Selected time period(s) is (are) not guaranteed for Postcards.
  2. Customer may cancel an order for a Direct Mail advertising product only by giving written notice of such cancellation to Publisher not more than ten (10) days following execution of the Agreement. Any such notice must be addressed to Customer Service, Yellowbook, Attn: Cancellations, 6300 C Street SW, Cedar Rapids, IA 52404 and sent by certified mail, return receipt requested, nationally recognized overnight courier service or hand delivery. Notices will be deemed to have been given one day after date of mailing or date of deposit with such courier or on the date of delivery if delivered by hand. In the event of cancellation, Customer's payment for the Direct Mail advertising product will be retained by Publisher and such payment, less any costs incurred by Publisher, may be applied by Customer to the cost of any advertising program purchased by Customer from Publisher within two years after the date of the Agreement. At the end of such two-year period, Customer will forfeit the balance (if any) of such payment, including any right to apply such payment to any future advertising program.
  3. Payments for Marriage Mailers and Door Hangers must be made through the AutoPay program of Publisher within the 15 day period following the date of the billing statement.
  4. Payment for Newsletters/Magazines must be made at the time of signing of the Agreement by Customer.
  5. Payment for Postcards must be made through the AutoPay program of Publisher one business day prior to each mail/drop.
  6. Customer may not sell, distribute or otherwise transfer to any third party all or any portion of any direct mail list furnished to Customer by Publisher. Such list, if furnished to Customer, is solely for Customer's reference in connection with Customer's purchase of the Direct Mail advertising product to which this Agreement relates.
  7. Door Hangers will be distributed in the selected market area(s) in the selected time period(s) as specified in the Agreement.

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WebReach Terms and Conditions

  1. Introduction. These Yellowbook Web Reach Additional Terms and Conditions are incorporated into and form a part of the Agreement between Customer and Yellowbook Inc. or YP Tel Inc. ("Publisher") applicable to the Web Reach Internet Advertising Services ("Services") to be provided by Publisher to Customer. In the event of any conflict between these Additional Terms and Conditions and the Terms and Conditions set forth in the Agreement between Customer and Publisher, these Additional Terms and Conditions shall be controlling.
  2. Policies. Publisher reserves the right to amend these Additional Terms and Conditions and to establish and revise its standards, policies, practices, specifications, technical requirements and schedules with respect to the Services (collectively, the "Publisher Policies"). Customer agrees that a change in Publisher Policies (including the standards, practices or policies of any third parties on whose web site or network Customer's Advertising (the "Advertising") may be published or linked by or through Publisher (the "Web Reach Network Sites") pursuant to the license granted in Section 6) shall not entitle Customer to any reduction in the amounts payable for the Services by Customer to Publisher.
  3. Payment Terms. Customer agrees to pay for the Services as provided in the Agreement. In the event Customer has authorized payment to Publisher by automatic debit to Customer's credit card or checking account, such authorization will remain in effect until 30 days following the later to occur of (a) expiration of Customer's Web Reach Campaign or (b) Publisher's receipt of Customer's written notice of termination of such authorization. The Agreement provides, for each Web Reach Campaign, a monthly maximum amount for charges to Customer's account, subject to the provisions below. When Customer purchases a Web Reach Campaign, Customer authorizes Publisher to charge Customer, under the payment method agreed to by Customer and Publisher, the monthly maximum amount for each month of the Web Reach Campaign. Customer understands that Publisher shall have the right to end all of Customer's Advertising at any time when Customer has a debit balance with Publisher. If Customer's Web Reach Campaign does not fully exhaust Customer's available balance in any month, the remainder will be credited to Customer's account for the following month.
  4. Automatic Renewal. Campaign duration will renew automatically until Customer gives Publisher notice in writing to discontinue such Campaign (see Termination, Section 5). Billing for automatic renewal Campaigns is as follows: (i) if Customer is paying by automatic debit to credit card or checking account, Campaign budget will be charged to Customer's credit card or checking account, and Campaign duration will be renewed, in monthly increments fifteen (15) days prior to expiration of the then-current Campaign; (ii) in all other cases, Campaign budget will be billed in advance in monthly increments and Campaign duration will be renewed in monthly increments thirty (30) days prior to expiration of current quarter.
  5. Termination. Customer may cancel the Services effective after the initial six (6) months of Services on twenty (20) days prior written notice to Publisher, as provided in the Agreement. Customer acknowledges that Publisher shall retain any deposit or payments already made, which will be applied to Customer's current Web Reach Campaign until such funds are depleted. Customer understands that at no time will cash be refunded upon cancellation or budget change to Customer's Web Reach Campaign.
  6. Advertising Content and Intellectual Property Rights. All tangible and intangible works of any kind (including, without limitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, web sites, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by Publisher in connection with any Advertising or Services will be the sole and exclusive property of Publisher, except for: (i) "Customer Content," which means all content that Customer provides to Publisher, including, without limitation, listing information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name, any content contained on any web site referenced to or linked to by any Advertising, and any required disclosure, explanation, rule, term or condition of use related to any Advertising and (ii) any content that Publisher licenses from a third party content provider for use in connection with such Advertising or Service, including, without limitation, graphics, text and photographs (collectively, "Third Party Content"). The use of any and all Third Party Content will be subject to all restrictions and obligations imposed by the third party provider of such content ("Third Party Restrictions"). Customer agrees that Customer will produce and deliver any and all Customer Content in accordance with all applicable specifications, schedules, guidelines, procedures, deadlines, format and technical requirements as Publisher may establish from time to time (collectively, the "Publisher Schedules"). Customer acknowledges that Customer's failure to comply with any Publisher Schedule may cause publication of Advertising or performance of Services to be delayed or refused and Customer agrees that Publisher will have no liability for any such delay or refusal. If Publisher determines, in the exercise of its sole discretion, that Customer has violated Customer's obligation to comply with the Publisher Schedules, then Publisher may temporarily and/or permanently suspend its provision of, and Customer's access to and use of, any Advertising and any web site developed or to be developed for Customer by Publisher (a "Publisher-Developed Web Site"), in whole or in part, without prior notice. Customer assumes sole responsibility for (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in Advertising or on a Publisher-Developed Web Site; (ii) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any domain name contained in Customer Content (including those that Publisher may register for Customer); and (iii) including appropriate copyright and trademark notices with Customer Content. Customer agrees that Publisher will have the continuing right, in the exercise of its sole discretion, to review, select from or among, revise or reject any Customer Content for any reason, including but not limited to unsatisfactory technical quality, inconsistency with any Publisher Policies (as defined in Section 2), or non-compliance with the Agreement. Notwithstanding such right, Publisher will have no liability whatsoever to Customer or any third party for any Customer Content included in any Advertising and Customer shall be solely and exclusively liable therefore. Publisher makes no representation, warranty or guarantee, express or implied, concerning the success or results of any Advertising or Service or concerning the number of people who will view an item of Advertising. Customer hereby grants to Publisher a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, perform, prepare derivate works based on and distribute (for Publisher's sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (i) in connection with the design, development, creation, display and publication of the Advertising (or any derivative thereof); (ii) in connection with Publisher's provision of Services; and (iii) in any Publisher marketing or promotional materials. Without limiting the generality of the foregoing, Publisher shall have the right (i) to sub-license to third parties any or all of the rights afforded to Publisher in the preceding sentence and (ii) to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Advertising (and any portions thereof) in any form or media now known or hereafter developed, subject to (a) any Third Party Restrictions governing any Third Party Content contained in the Advertising and (b) such other terms and conditions as Publisher may deem appropriate. Publisher and its third party sub-licensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and licenses granted above.
  7. Disclaimer and Limitation of Liability.(WITH THE EXCEPTION OF THE WEBREACH BASIC) PUBLISHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. PUBLISHER DISCLAIMS ALL GUARANTEES REGARDING POSITIONING OR THE LEVELS OR TIMING OF: (I) COSTS PER CLICK, (II) CLICK THROUGH RATES, (III) DELIVERY OF ANY IMPRESSIONS ON ANY WEB REACH NETWORK SITES, (IV) CLICKS, (V) CONVERSIONS FOR ANY ADS, (VI) CALLS, OR (VII) COSTS PER CALL. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO PUBLISHER BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM. REMEDIES SET FORTH IN THIS SECTION 7 SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS CUSTOMER MAY HAVE UNDER THE AGREEMENT. THE ESSENTIAL PURPOSE OF THIS SECTION 7 IS TO LIMIT THE POTENTIAL LIABILITY OF PUBLISHER ARISING OUT OF THE AGREEMENT.
  8. Indemnification. Customer shall indemnify and defend Publisher, its agents, affiliates, WEB REACH NETWORK SITES, and licensors from all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees and expenses, and third party claim or liability (collectively, "Liabilities") arising out of Customer's use of the Services or Customer's breach of the Agreement.
  9. Access. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or for Publisher in connection with the Services are referred to herein as the "Yellowbook Web Sites." During the Term, Customer is authorized to access and use the Yellowbook Web Sites and the content therein and data obtained there from solely for internal use to manage Customer's account(s) for which such content or data directly relates and will not disseminate any of this information to third parties, and to conduct searches for Customer's own internal use provided that Customer does not violate the Agreement. Customer shall not disclose or make available passwords or access codes related to Customer's account(s) with Publisher. Customer agrees that Customer will not use any automated means, including agents, robots, scripts, or spiders, to access or manage Customer's account with Publisher or to monitor or copy the Yellowbook Web Sites or the content contained therein except those automated means expressly made available by Publisher to Customer. Customer understands that Customer listings may be distributed by Publisher based upon certain user targeting initiatives.
  10. Customer Web Site. Customer agrees that Publisher is not responsible for any aspect of Web sites owned or operated by Customer or any third party. Customer grants Publisher permission to mirror their Web sites and/or create Web Sites on Customer's behalf. Customer acknowledges that changes to Customer's Web sites can cause problems to Publisher's tracking technologies, therefore, Customer agrees to contact Publisher in advance regarding changes to Customer's Web site, Web site content, or Web site URL.
  11. Customer's Additional Representations and Warranties. Customer represents, warrants and covenants that Customer has the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, selected keywords) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the Web site(s) to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or policy or guideline of Publisher; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; and (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept or expropriate any system data or personal information.
  12. Force Majeure. Publisher shall not be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond Publisher's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, power outages, supply shortages or the failure of any third party to perform any commitment relating to the production or delivery of any equipment or material required for Publisher to perform its obligations hereunder.

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Online Display – Additional Terms and Conditions

  1. Introduction. These Yellowbook Online Display Additional Terms and Conditions are incorporated into and form a part of the Agreement between Customer and Yellowbook Inc. or YP Tel Inc. (“Publisher”) applicable to the online display campaign Internet Services to be provided by Publisher to Customer, which includes creating Customer's online campaign (“Campaign”), designing and building banners, sourcing banner space from premium websites and managing the performance of the Campaign (“Online Display Services”). For purposes of these terms and conditions, each Online Display Service product purchased by Customer is a separate Online Display Service and Campaign. In the event of any conflict between these additional terms and conditions and the terms and conditions set forth in the Agreement between Customer and Publisher, these additional terms and conditions shall be controlling.
  2. Policies. Publisher reserves the right to amend these additional terms and conditions and to establish and revise its standards, policies, practices, specifications, technical requirements and schedules with respect to the Online Display Services (collectively, "Online Display Publisher Policies"). Customer agrees that a change in the Online Display Publisher Policies (including, but not limited to, the standards, practices or policies of any third parties on whose web site or network Customer's Campaign may be published or linked by or through Publisher (the “Network Sites”) pursuant to the license granted in Section 6 below shall not entitle Customer to any reduction in the amounts payable for the Online Display Services by Customer to Publisher.
  3. Payment Terms. Customer agrees to pay for the Online Display Services as provided in the Agreement. The monthly payment charges are payable on a monthly basis in advance. If Customer has authorized payment to Publisher by automatic debit to Customer's credit card or checking account, such authorization will remain in effect until thirty (30) days following the later to occur of (a) expiration of Customer's Online Display Services or (b) Publisher's receipt of Customer's written notice of termination of such authorization. When Customer purchases a Campaign, Customer authorizes Publisher to charge Customer, under the payment method agreed to by Customer and Publisher, the applicable monthly charge for each month of a Campaign. Customer understands that Publisher shall have the right to end all of Customer's Campaigns at any time when Customer has a debit balance with Publisher.
  4. Minimum Contract Term. The minimum contract term for the Online Display Service 250 and 500 is twelve (12) months, where such 12-month period commences on the date the Campaign for such service goes live. The minimum term for the Online Display Service 800 and 2000 is six (6) months, where such 6-month period commences on the date the Campaign for such service goes live.
  5. Termination. This contract may be terminated by Customer, subject to the applicable minimum contract term set forth in Section 4 above, by telephoning Publisher's customer service team at 888-672-8990 and requesting termination of the Online Display Services, and such termination will be effective as follows: If Customer provides Publisher at least fourteen (14) days' notice prior to the end of a given month (being a period of one calendar month starting on the date that Customer's Campaign goes live and each subsequent one calendar month period after that (each a “Service Month”)), Publisher will terminate Customer's contract for Online Display Services at the end of that Service Month. If Customer provides Publisher less than fourteen (14) days' notice prior to the end of a given Service Month, Publisher will terminate Customer's contract for Online Display Services at the end of the next Service Month. Customer acknowledges that Publisher shall retain any deposit or payments already made. Customer understands that at no time will cash be refunded upon cancellation or budget change to Customer's Campaign.
  6. Customer Campaign Content and Intellectual Property Rights. All tangible and intangible works of any kind (including, without limitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, web sites, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by Publisher in connection with any Campaign or the Online Display Services will be the sole and exclusive property of Publisher, except for: (a) “Customer Content,” which means all content that Customer provides to Publisher( including, without limitation, listing information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name, any content contained on any web site referenced to or linked to by any Campaign, and any required disclosure, explanation, rule, term or condition of use related to any Campaign); and (b) any content that Publisher licenses from a third party content provider for use in connection with such Campaign or the Online Display Service, including, without limitation, graphics, text and photographs (collectively, “Third Party Content”). The use of all Third Party Content will be subject to all restrictions and obligations imposed by the third party provider of such content (“Third Party Restrictions”). By submitting Customer Content to Publisher, Customer agrees that it is authorized to provide, and that it grants Publisher permission, to display all such Customer Content forming Customer's Campaign's banners. Customer agrees that it is solely responsible for ensuring that the Campaign's banners comply with all applicable laws, regulations, codes of practice, guidelines and other standards applicable to Customer and its business and all specifications, schedules, guidelines, procedures, deadlines, format and technical requirements as Publisher may establish from time to time (collectively, “Publisher Schedules”). Customer acknowledges that Customer's failure to comply with any Publisher Schedule may cause publication of the Campaign or performance of Online Display Services to be delayed or refused and Customer agrees that Publisher will have no liability for any such delay or refusal. If Publisher determines, in the exercise of its sole discretion, that Customer has violated Customer's obligation to comply with any Publisher Schedule, then Publisher may temporarily and/or permanently suspend its provision of any Campaign, in whole or in part, without prior notice. Customer assumes sole responsibility for: (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in a Campaign; (ii) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any domain name contained in any Customer Content (including, without limitation, those that Publisher may register for Customer); and (iii) including appropriate copyright and trademark notices with Customer Content. Customer agrees that Publisher will have the continuing right, in the exercise of its sole discretion, to review, select from or among, revise or reject any Customer Content for any reason, including, but not limited to, unsatisfactory technical quality, inconsistency with any of the Online Display Publisher Policies, or non-compliance with the Agreement. Notwithstanding such right, Publisher will have no liability whatsoever to Customer or any third party for any Customer Content included in any Campaign and Customer shall be solely and exclusively liable therefore. Customer hereby grants to Publisher a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, perform, prepare derivate works based on and distribute (for Publisher's sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (A) in connection with the design, development, creation, display and publication of the Campaign (or any derivative thereof); (B) in connection with Publisher's provision of Online Display Services; and (C) in any Publisher marketing or promotional materials. Without limiting the generality of the foregoing, Publisher shall have the right (x) to sub-license to third parties any or all of the rights afforded to Publisher in the preceding sentence and (y) to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Campaign (and any portions thereof) in any form or media now known or hereafter developed, subject to any Third Party Restrictions governing any Third Party Content contained in the Campaign and such other terms and conditions as Publisher may deem appropriate. Publisher and its third party sub-licensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and licenses granted above.
  7. Usage Policy. If Publisher believes in its absolute discretion that the extent or frequency of amendments that Customer requests be made to its Campaign banners are excessive, Publisher may advise Customer of that fact. Should Publisher continue to receive a high level of amendment requirements, Publisher may terminate or suspend the Campaign. Publisher may update Customer's Campaign banners and Campaign targeting from time to time without prior notice in order to improve the Campaign's performance and availability. Customer understands and agrees that Publisher does not represent, warrant or guarantee (expressly or impliedly): (a) the actual number of impressions, clicks or the number of people that will view an item of a Campaign; (b) the particular level of exposure or any particular result from a Campaign; (c) the success or results of any Campaign or the Online Display Service; and (d) which website within Publisher's network of websites Customer's Campaign will run.
  8. Third-Party Providers. Some of the Online Display Service features are reliant on third party providers or other websites. Customer acknowledges that: (a) Publisher may not be able to provide a particular feature where Customer does not meet the relevant criteria of that third party provider; (b) Publisher does not have any control or exercise influence over the third party provider's own services; and (c) a third party provider's service may cease or change from time to time. Customer acknowledges that such events are beyond Publisher's control and agree that such an event will not permit Customer to terminate the Online Display Services nor will Publisher have any liability to Customer for the impacts that these may have. Where the Online Display Service features involve setting-up and/or administering a page or pages on a third party website, Customer acknowledges that: (i) where necessary, Publisher is authorized to set-up an account on Customer's behalf; (ii) Publisher is authorized to administer the page or pages on Customer's behalf; and (iii) Customer grants Publisher permission to display on the page(s) all content referred to above and that Customer has the authority to grant Publisher such permission.
  9. Disclaimer and Limitation of Liability. PUBLISHER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, FOR NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. IN ADDITON TO OTHER DISCLAIMERS SET FORTH IN THESE TERMS AND CONDITIONS, PUBLISHER DISCLAIMS ALL GUARANTEES REGARDING POSITIONING OR THE LEVELS OR TIMING OF: (I) COSTS PER CLICK; (II) CLICK THROUGH RATES; (III) DELIVERY OF ANY IMPRESSIONS ON ANY NETWORK SITES; (IV) CLICKS; (V) CONVERSIONS FOR ANY ADS; (VI) CALLS; OR (VII) COSTS PER CALL. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO PUBLISHER BY CUSTOMER FOR THE ONLINE DISPLAY SERVICES GIVING RISE TO THE CLAIM. REMEDIES SET FORTH IN THIS SECTION 9 SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS CUSTOMER MAY HAVE UNDER THE AGREEMENT. THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO LIMIT THE POTENTIAL LIABILITY OF PUBLISHER ARISING OUT OF THE AGREEMENT.
  10. Indemnification. Customer shall indemnify, hold harmless and defend Publisher, its agents, affiliates, Network Sites, and licensors from all claims, liabilities, damages, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, and third party claim or liability (collectively, "Liabilities") arising out of Customer's use of the Online Display Services or Customer's breach of the Agreement.
  11. Customer and Third Party Web Sites. Customer agrees that Publisher is not responsible for any aspect of Web sites owned or operated by Customer or any third party. Customer grants Publisher permission to mirror its Web sites and/or create Web Sites on Customer's behalf. Customer acknowledges that changes to Customer's Web sites can cause problems to Publisher's tracking technologies, therefore, Customer agrees to contact Publisher in advance regarding changes to Customer's Web site, Web site content, or Web site URL.
  12. Customer's Additional Representations and Warranties. Customer represents, warrants and covenants that Customer has the necessary rights to provide all information provided under the Agreement (including, without limitation, all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, selected keywords) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the Web site(s) to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or policy or guideline of Publisher; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity (including, without limitation, rights of publicity or privacy), and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; and (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept or expropriate any system data or personal information.

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Website Development and Domain Names/URLs - Additional Terms and Conditions

  1. Introduction. These Yellowbook Website Development and Domain Name/URL Additional Terms and Conditions are incorporated into and form a part of the Agreement between Customer and Yellowbook Inc. or YP Tel Inc. ("Publisher") applicable to the Website Development, Maintenance and Domain Name/URL Services ("Services") to be provided by Publisher to Customer. In the event of any conflict between these Additional Terms and Conditions and the Terms and Conditions set forth in the Agreement between Customer and Publisher, these Additional Terms and Conditions shall be controlling.
  2. Services. Publisher will develop, design and build a custom website ("Website") for Customer. Publisher will maintain the Website for the duration of the term of the Agreement between Customer and Publisher. Publisher will also purchase a domain name/URL on behalf of Customer.
  3. Domain Names/URLs. Once a domain name/URL is acquired by Publisher for Customer it may not be changed or exchanged and Customer will not receive a refund for any domain name/URL Customer decides not to use. The domain name/URL remains the property of Publisher for the entire term of the Agreement between Customer and Publisher. At expiration of the term of the Agreement and upon payment to Publisher of all amounts then owing by Customer and any applicable costs of transferring the domain name/URL from Publisher to Customer, Publisher will transfer the domain name/URL to Customer.
  4. Policies. Publisher reserves the right to amend these Additional Terms and Conditions and to establish and revise its standards, policies, practices, specifications, technical requirements and schedules with respect to the Services (collectively, the "Publisher Policies"). Customer agrees that a change in Publisher Policies may be published or linked by or through Publisher and shall not entitle Customer to any reduction in the amounts payable for the Services by Customer to Publisher.
  5. Payment Terms. Customer agrees to pay for the Services as provided in the Agreement. Customer will pay an initial set-up fee and a monthly fee for Publisher's maintenance of the Website.
  6. Website Content and Intellectual Property Rights. All tangible and intangible works of any kind (including, without limitation, text, graphics, images, illustrations, artwork, maps, photographs, fonts, visual and audio recordings, Website, software, codes, HTML and other content, in whatever form or media) designed, developed, created or procured by Publisher in connection with the Services will be the sole and exclusive property of Publisher, except for: (i) "Customer Content," which means all content that Customer provides to Publisher, including, without limitation, listing information, any trade name, trademark, trade secret, service mark, copyright, patent or other intellectual property right, any URL or domain name and any required disclosure, explanation, rule, term or condition of use related to any Advertising and (ii) any content that Publisher licenses from a third party content provider for use in connection with such Services, including, without limitation, graphics, text and photographs (collectively, "Third Party Content"). The use of any and all Third Party Content will be subject to all restrictions and obligations imposed by the third party provider of such content ("Third Party Restrictions").
  7. Customer Content. Customer agrees that Customer will produce and deliver any and all Customer Content in accordance with all applicable specifications, schedules, guidelines, procedures, deadlines, format and technical requirements as Publisher may establish from time to time (collectively, the "Publisher Schedules"). Customer acknowledges that Customer's failure to comply with any Publisher Schedule may cause the Services to be delayed or refused and Customer agrees that Publisher will have no liability for any such delay or refusal. If Publisher determines, in the exercise of its sole discretion, that Customer has violated Customer's obligation to comply with the Publisher Schedules, then Publisher may temporarily and/or permanently suspend its provision of, and Customer's access to and use of, any Services, in whole or in part, without prior notice.
  8. Customer Responsibility. Customer assumes sole responsibility for (i) the protection of the trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in any Customer Content appearing in Advertising or on a Website; (ii) conducting any copyright and trademark searches and other similar activities which may be necessary in relation to any domain name contained in Customer Content (including those that Publisher may register for Customer); and (iii) including appropriate copyright and trademark notices with Customer Content. Customer agrees to ensure the accuracy of all materials provided to Publisher for incorporation on Website including, without limitation, content, claims, warranties, nature of business and contact information for Customer. Customer further agrees that it is responsible for ensuring that the Website conforms to all local, state and Federal laws.
  9. Publisher Rights. Customer agrees that Publisher will have the continuing right, in the exercise of its sole discretion, to review, select from or among, revise or reject any Customer Content for any reason, including but not limited to unsatisfactory technical quality, inconsistency with any Publisher Policies, or non-compliance with the Agreement. Notwithstanding such right, Publisher will have no liability whatsoever to Customer or any third party for any Customer Content included in any Advertising or on a Website and Customer shall be solely and exclusively liable therefore. If Customer provides information that is untrue, inaccurate, incomplete, or Publisher has reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, Publisher, at its sole discretion, may suspend or terminate the Services. Publisher has the right to remove any content at its sole discretion. Customer bears all risk associated with the use of any content.
  10. Disclaimer and Limitation of Liability. Publisher makes no representation, warranty or guarantee, express or implied, concerning the Website or the Services, except as set forth herein. Publisher expressly disclaims all other warranties, express or implied, including without limitation any warranty of merchantability and fitness for a particular purpose. Publisher will not be liable for any consequential, special, indirect, exemplary, punitive, or other damages whether in contract, tort or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Publisher's aggregate liability to Customer is limited to amounts paid or payable to Publisher by Customer for the Services giving rise to the claim. Remedies set forth in this section 9 shall be Customer's sole and exclusive remedies for any claims Customer may have under the Agreement.
  11. Indemnification. Customer shall indemnify and defend Publisher, its agents, affiliates, and licensors from all claims, liabilities, damages, costs and expenses, including reasonable attorneys' fees and expenses, and third party claim or liability (collectively, "Liabilities") arising out of Customer's use of the Services and Website or Customer's breach of the Agreement. Specifically, Customer agrees to defend, indemnify, and hold harmless Publisher, its agents, affiliates, and licensors from, against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim in connection with Customer's Website or the URL and (ii) all costs and expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect thereof regardless of the merit thereof, including reasonable attorneys' fees and expenses.
  12. License. Customer hereby grants to Publisher a perpetual, royalty-free, sub-licensable, non-exclusive right and license to use, copy, record, modify, display, publish, perform, prepare derivate works based on and distribute (for Publisher's sole benefit and in any form or media now known or hereafter developed, and in any and all languages) Customer Content: (i) in connection with the design, development, creation, display and publication of the Website (or any derivative thereof); (ii) in connection with Publisher's provision of Services; and (iii) in any Publisher marketing or promotional materials. Without limiting the generality of the foregoing, Publisher shall have the right (i) to sub-license to third parties any or all of the rights afforded to Publisher in the preceding sentence and (ii) to license to third parties the right to use, copy, record, modify, display, publish, perform and distribute the Website (and any portions thereof) in any form or media now known or hereafter developed, subject to (a) any Third Party Restrictions governing any Third Party Content contained in the Advertising and (b) such other terms and conditions as Publisher may deem appropriate. Publisher and its third party sub-licensees may use any presently existing and future means of communication or transmission in the exercise of any of the rights and licenses granted above. Customer further grants Publisher the right and license to make a reasonable number of archival or back-up copies of the Website as deemed necessary at Publisher's sole discretion. Publisher is not responsible for returning Customer files, documents or other items provided by Customer.
  13. Customer's Additional Representations and Warranties. Customer represents, warrants and covenants that Customer has the necessary rights to provide all information required under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein: (a) do not violate any law, statute, ordinance, treaty or regulation or policy or guideline of Publisher; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; and (f) will be free of viruses, worms, bots or other computer programming routines that may potentially damage, interfere with, intercept or expropriate any system data or personal information.
  14. Force Majeure. Publisher shall not be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by forces beyond Publisher's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, power outages, supply shortages or the failure of Customer or any third party to perform any commitment relating to the production or delivery of any equipment or material required for Publisher to perform its obligations hereunder.
  15. Availability of Services. Publisher shall use commercially reasonable efforts to attempt to provide the Services, including access to Customer's Website, in a manner that will not disrupt Customer's business. Customer acknowledges and agrees that from time to time the Website may be inaccessible or inoperable for various reasons, including but not limited to (i) maintenance procedures or repairs performed by Publisher; (ii) equipment failures; (iii) congestion of the network; or (iv) interruption of telecommunication or digital transmission link. Customer acknowledges and agrees that Publisher is not liable for these periodic interruptions in Website availability and further acknowledges that Publisher does not guarantee Website accessibility on a continuous and uninterrupted basis.
  16. Suspension or Termination. Publisher reserves the right to deny, terminate, or suspend Services without notice if, in Publisher's sole discretion, the Services are used by Customer in a manner that violates or may violate any custom, use, practice, rule, law, statute or regulation, and Publisher reserves the right to reject, alter, modify, or remove Customer's Website, website domain name, URL address, or any website content (including, but not limited to, any language, words, text, photographs, designs, drawings, graphics, images, symbols, or logos) which Publisher in its sole discretion deems to be (i) infringing on a propriety interest of a third party, including without limitation, any copyright, trademark, domain registration right, trade secret, or patent right, or (ii) stating or implying that Publisher endorses the Customer's products or services, or (iii) illegal, pornographic or obscene. Publisher may, in its sole and exclusive discretion, suspend or terminate Customer's Services and take down Customer's Website without notice if Customer violates any provision of the Agreement or these Additional Terms and Conditions.
  17. Additional Publisher Rights. Publisher shall have the right to display Customer's Website in marketing and promotional materials and on Publisher's website.

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Top Placement Terms and Conditions

  1. Product Summary. The Top Placement Product is designed for top visibility and top of mind exposure. Many research studies have shown that users tend to have a strong preference for advertisers that appear higher on the search results page. Generally, when an advertiser purchases a Top Placement Product for a given business heading and geography, the advertiser's Top Placement ad will appear in the top tier of listing results in response to a user search for that business heading (or common variations of that business heading) and geography.
  2. Background. Yellowbook.com is designed to process user requests for information, where users enter data in a "PRODUCT /SERVICE" box or a "NAME OF BUSINESS" box along with a "LOCATION" box and the site responds with results page(s) of listings. The results of each user search is a page that displays listings comprised of local, statewide and national businesses along with possible display advertising. The order of listings is primarily based on relevance of the listings to the user's search as determined by Yellowbook's search algorithm. In the case of equal relevance, advertisers appear in descending sequence according to the level of internet product (e.g. Gold, INT) purchased by the advertiser.
  3. Local; National. The Top Placement Product consists of Local Top Placement Listings and National/Statewide sponsored ads. Local Top Placement listings will appear as one of the first two listing positions on the search results page. The Top Placement Product with national or statewide coverage will appear in the sponsored ad section of the search results page.
  4. Product Market. The Top Placement Product is available for two local advertisers in each market. The market for the local Top Placement Product is determined principally by reference to the geographic scope of Yellowbook print directories. As between the two Top Placement local advertisers in each market, first and second positions are determined on a random basis resulting in each local Top Placement advertiser having an equal chance of being first over time. Product Detail-Variants. The Top Placement Product covers only the specified Top Placement business heading and common synonyms and other variants of that business heading, as determined by Yellowbook. Example: In the case of the Top Placement product for the "Insurance-Automobile" business heading for the Philadelphia Yellowbook directory, if a user searches for "car insurance" in "Philadelphia", the Top Placement advertiser should appear in one of the first two listing positions in the Local Results Section of the search results page.
  5. Product Detail - Additional Search Terms. A Top Placement listing will not necessarily be returned when a user includes another search term in combination with the Top Placement Product business heading. Example: In the case of the Top Placement Product for the "Plumbers" business heading for the Chicago Yellowbook directory, if a user searches for "Plumber" (or some common variant) in "Chicago", the Top Placement advertiser should appear in one of the first two listing positions in the Local Results Section of the search results page. If, on the other hand, a user searches "Plumber Supply" and "Chicago", the Top Placement advertiser may not appear in the first two listing positions, although the Top Placement advertiser may appear lower on the search results page.
  6. Product Detail - Overlapping Markets. In some cases there will be some overlap of the geographic scope of Yellowbook directories. When a user searches a location which is in the overlapping area, the Top Placement advertisers for each of the overlapping directories will be a "best match". In that event, two of the Top Placement advertisers in the overlapping directory markets will be randomly selected for display. The expectation is that all "best matches," i.e., all Top Placement advertisers in the overlapping markets, will have an equal chance of being displayed in the top two listing positions over time. Example: The Oakland County and Macomb County Yellowbook directories have some overlapping geographic scope, including Plymouth. In the case of the Top Placement Product for the "Florists" business heading for the Oakland County Yellowbook directory, if a user searches for "florist" (or some common variant) in "Plymouth", Top Placement advertisers from both the Oakland County Yellowbook directory and the Macomb County Yellowbook directory will be best matches. Two of the four Top Placement advertisers will be selected at random for the first two listing positions and the two Top Placement advertisers not selected would appear lower on the search results page.

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Video Advertising Terms and Conditions

  1. Product Summary. Video ads are the perfect solution for businesses whose physical location, services, products and employees can say it all. Yellowbook offers several video ad product options:
    • Custom Video Ads: Custom video ads can combine on-camera interviews, customer testimonials, facility tours, live product demos and customer interaction to create a unique, professionally-produced, commercial quality video ad. Custom video ads can be either 30 or 60 seconds in length.
    • PhotoMotion Video Ads: PhotoMotion video ads are an easier to produce, cost-effective video product. PhotoMotion video ads combine customer supplied photos, brochures and website images with panning and scanning techniques, background music, professional voice over and basic animation, resulting in a close to ‘live' video feeling. Shooting new video is not necessary. PhotoMotion videos ads are up to 30 seconds in length.
    • Customer Supplied Video Ads: Yellowbook advertisers may supply their own video commercials for display on yellowbook.com. Customer-supplied videos are subject to approval by Yellowbook for content. Customer supplied videos must meet the following technical requirements: up to 60 seconds in length; up to 5M file size; up to 300 kbps; standard DVD format or any other video codec format; and 720 x 480 resolution. Customer supplied video ads over 60 seconds will require editing at an additional fee of $300.00 to fit the 60 seconds allotted.
  2. Placement Product. The video ad product MUST be associated with yellowbook.com Silver, Gold and/or Top Placement products; hence one of these products MUST be purchased with the video ad. Silver, Gold and Top Placement products, like most Yellowbook products, are for a 12-month contract.
  3. What the User Will See. A link to the video ad will be attached to your Yellowbook listing/profile. When the user clicks on the link, the video ad will begin to play alongside the other information about your business. The video player look and feel and the video link location, size and design will be determined by Yellowbook and may change from time to time.
  4. Custom Videos
    • Day of the Shoot
      Advertisers will be contacted to arrange for the time and place of the video shoot. A welcome package with details on how to prepare and what to expect on the day of the shoot will be sent to the advertiser before the day of the shoot. A video professional will arrive at the advertiser's premises and will work with the advertiser to highlight those special qualities that make the advertiser's business stand out from its competitors. Approximately one to two hours will be spent by the video professional at the advertiser's location.
    • Location of the Shoot
      Only one location is allowed in the video shoot. Multiple locations will involve an additional charge.
    • Creative Control/Delivery
      Yellowbook has overall creative control of the video content. Advertisers can expect to see their completed Custom video ads approximately 20 business days after the day of the shoot. Changes will not be available for any custom video ad, except for factual errors found.
    • Video Preview
      Yellowbook will provide the advertiser with email notification and a link to preview the video ad before it goes online. Changes will only be allowed to correct factual errors. Approximately five business days after email notification the video ad will "go live" on yellowbook.com
    • Video Ownership
      At the end of the 12-month contract, the advertiser will obtain ownership of the finished video ad. Such ownership includes a royalty-free license to the video ad background music and Yellowbook - provided graphics and images (solely for use in the video ad). The video ad is subject to a permanent license in favor of Yellowbook to use all or any portion of the video ad in Yellowbook's business. There will be additional charges for an encoded copy of the video ad or an uncompressed high quality copy of the video ad.
    • Video Shoot Cancellation Policy
      Advertisers will receive a confirmation call from the video professional the day prior to the video shoot. Any cancellation of a scheduled video ad shoot requires notice at least 24 hours prior to the day of the scheduled video shoot. Advertisers are required to call their video professional at the number supplied in the welcome package confirming the date and time of the shoot. Videos canceled without notice at least 24 hours prior to the day of the scheduled video shoot are subject to a $200.00 cancellation fee.
    • Professional Script and Voice Over
      Yellowbook will provide professional script and voice over services for Custom video ads for an additional charge of $200.00.
    • Re-Shoot
      An advertiser may shoot a replacement Custom video ad any time within the 12-month contract period for an additional charge of $900.00.
    • Multiple Shoot Locations
      One shoot location is included in the Custom video ad price. Multiple location options will be available for an additional charge of $150.00 per added location within a 15 minute drive of the first location.
  5. Video Ad Contract Cancellation Policy. All video ad products require an initial 12-month contract. Advertisers who cancel their Custom video ad product prior to the end of the 12-month contract term will be charged an early cancellation fee of $500.00 to cover Yellowbook's expenses in producing the video ad. Cancellation of a customer supplied video ad will not result in a cancellation fee. Please note that, although the Custom video ad portion of the contract may be cancelled, the associated Silver, Gold and/or Top Placement product contract may not be cancelled prior to the end of the 12-month contract period.
  6. Video Ad Copies. Yellowbook will make a 'high resolution' copy of a Custom video ad available to advertisers six (6) months following the "go-live" date for an additional charge of $500.00. Upon request Yellowbook will provide an advertiser with the completed Custom video ad, PhotoMotion video ad or Customer supplied video ad URL. URL hosting will terminate when the video ad ceases to run on yellowbook.com.
  7. Yellowbook Branding Watermark. The yellowbook.com watermark will be added to ALL Custom video ads, PhotoMotion video ads and Customer supplied video ads.
  8. Right to Use Trademarks and Images; Permits and Licenses; No Endorsement; Indemnification. The right to use any trademark, trade name, or copyrighted material include in any video ad is the responsibility of the advertiser. The advertiser also must secure the right to use any artwork or illustration, or the portrait or picture of any person shown in the video ad. The advertiser will notify Yellowbook, in writing, if the advertiser should cease to have any such right. The advertiser assumes sole responsibility for the protection of its intellectual property included in its video ad. The advertiser represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in the video ad. The advertiser agrees that it is responsible for ensuring that its video ad complies with any laws or regulations that may be applicable to its business. The advertiser understands and agrees that Yellowbook does not approve or endorse any of the advertiser's products or services identified in the video ad. The advertiser agrees to indemnify Yellowbook (and its employees, affiliates and agents) against, and hold Yellowbook (and its employees, affiliate and agents) harmless from, all liability, claims, demands, suits, or causes of action, whether or not partially attributable to the negligence of Yellowbook, and will pay all expenses, including reasonable attorneys' fees, settlements and/or judgments incurred by Yellowbook in the defense thereof, arising out of advertiser's breach or alleged breach of the foregoing requirements.

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Virtual Tour Terms and Conditions

  1. Product Summary. Virtual Tours are web-based 360 degree tours of a business. They allow users to "step inside" a business and look around, all from their computer. This helps users to make a decision about patronizing a business by setting the expectation regarding a business they are unfamiliar with. Virtual Tours help make potential clients feel like repeat customers. Yellowbook offers several Virtual Tour product options:
    • Interior: This version of the Virtual Tour includes two (2) 360 degree panoramic shots from inside a business and can include up to 2 interactive elements (images to zoom in on).
    • Basic: This version of the Virtual Tour includes three (3) 360 degree panoramic shots from inside or outside a business and can include up to 2 interactive elements (images to zoom in on).
    • Premium: This version of the Virtual Tour includes four (4) 360 degree panoramic shots from inside or outside a business and can include up to 2 interactive elements (images to zoom in on).
  2. Placement Product. The Virtual Tour product MUST be associated with a yellowbook.com Silver, Gold and/or Top Placement product (i.e., one of these products MUST be purchased along with the Virtual Tour, either a la carte or as part of a bundle). Silver, Gold and Top Placement products and all Yellowbook bundles require a 12-month contract.
  3. What the User Will See. A link to the Virtual Tour will be attached to the Advertiser's Yellowbook listing which is displayed on both the results page and business details page. When the user clicks on the link, the Virtual Tour will be displayed. The Virtual Tour look and feel, and the link location, size and design will be determined by Yellowbook and may change from time to time in Yellowbook's sole discretion. If the Advertiser has a website created by Yellowbook, the Virtual Tour may be included on the website as well.
  4. Custom Virtual Tour
    • Photo Shoot
      Advertisers will receive a confirmation email from the photographer 48 hours prior to the shoot.
    • Photo Shoot Cancellation Policy
      Any cancellation of a scheduled shoot requires notice at least 24 hours prior to the scheduled shoot. Advertisers are required to call or email the photographer at the number/email address supplied in the email confirming the date and time of the shoot. Any photo shoot canceled without notice at least 24 hours prior to the day of the scheduled photo shoot is subject to a $100.00 cancellation fee.
    • Re-Shoot
      An Advertiser may shoot a replacement Virtual Tour for an additional charge of $75.00 per room/shot.
    • Creative Control/Delivery
      Yellowbook and its vendor, EveryScape or its authorized agent (“Vendor”) have overall creative control of the Virtual Tour content. Yellowbook will provide the Advertiser with email notification and a link to preview the Virtual Tour before it goes online. Approximately five business days after email notification the tour will "go live" on yellowbook.com and the Advertiser will begin to be billed for the Virtual Tour.
  5. Virtual Tour Contract Cancellation Policy. All Virtual Tour products require an initial 12-month contract.
  6. Yellowbook Branding Watermark. The yellowbook.com watermark will be added to all Advertiser Virtual Tours.
  7. Virtual Tour Ownership. Vendor retains all right, title and interest in and to the Virtual Tour. Vendor does not retain the right, title, or interest to any Advertiser Marks (brand names, logos, service marks, or trademarks owned by Advertiser) contained in the Virtual Tour. Vendor retains all right, title and interest in and to its trademarks, service marks, logos, web site(s) and technology (including all content, data, domain names, user interfaces, "look and feel," materials and technology contained thereon or used in connection therewith), and all intellectual property rights associated with the foregoing.
  8. Photo Shoot/Virtual Tour Creation. Advertiser grants Yellowbook and Vendor permission to: (a) come onto the Advertiser's premises and take pictures of their business location (including any artwork or patrons), (b) convert such footage into a Virtual Tour consisting of 1-10 panoramic photos, (c) distribute that Virtual Tour and/or associated interactive element(s) through www.everyscape.com, www.yellowbook.com and any other extended online distribution channel(s) Vendor and/or Yellowbook deem appropriate in their sole discretion (d) use Advertiser's brand names, logos, service marks and trademarks in connection with distribution and display of the Virtual Tour and interactive element and (e) use excerpts of Advertiser's Virtual Tour for demonstration and promotional purposes.
  9. Right to Use Trademarks and Images; Permits and Licenses; No Endorsement; Indemnification. The right to use any trademark, trade name, or copyrighted material included in any Virtual Tour and provided to Yellowbook or the Vendor by the Advertiser is the responsibility of the Advertiser. The Advertiser also must secure the right to use any artwork or illustration, or the portrait or picture of any person shown in the Virtual Tour. The Advertiser will notify Yellowbook, in writing, if the Advertiser should cease to have any such right. The Advertiser assumes sole responsibility for the protection of its intellectual property included in its Virtual Tour. The Advertiser represents and warrants that it holds all necessary permits and licenses to provide the products and services identified in the Virtual Tour. The Advertiser also affirms that its business location does not contain any libelous, obscene or otherwise unlawful material, and that filming of its business location and use of the Virtual Tour as outlined above will not violate the rights of any person or entity or cause Yellowbook or Vendor to incur any liability for payments to any third party. The Advertiser agrees that it is responsible for ensuring that its Virtual Tour complies with any laws or regulations that may be applicable to its business. The Advertiser understands and agrees that Yellowbook does not approve or endorse any of the Advertiser's products or services identified in the Virtual Tour. The Advertiser agrees to indemnify Yellowbook (and its employees, affiliates and agents) and Vendor against, and hold Yellowbook (and its employees, affiliate and agents) and Vendor harmless from, all liability, claims, demands, suits, or causes of action, whether or not partially attributable to the negligence of Yellowbook, and will pay all expenses, including reasonable attorneys' fees, settlements and/or judgments incurred in the defense thereof, arising out of Advertiser's breach or alleged breach of the foregoing requirements.
  10. No Warranties. YELLOWBOOK AND VENDOR DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. IN NO EVENT SHALL YELLOWBOOK OR VENDOR BE LIABLE TO THE ADVERTISER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF THE THEORY OF LIABILITY INCLUDING NEGLIGENCE AND STRICT LIABILITY.
  11. Breach. Yellowbook and Vendor reserve the right to terminate this Agreement and to cease displaying the Virtual Tour in the event of breach by Advertiser that is not cured within thirty (30) days of written notice from Yellowbook. Any such termination shall be without waiver or prejudice to Yellowbook's or Vendor's right to payment from the Advertiser and other rights under applicable law.
  12. Third Party Beneficiary. The Advertiser acknowledges and agrees that Vendor shall be a third party beneficiary of this Agreement.

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Mobile Banner Terms and Conditions

  1. Product Summary. The Mobile Banner Product allows Customers to take advantage of valuable advertising space on mobile devices. There are 2 types of Mobile Banner Products that can be purchased:
    • Category Banners: These will be associated with the category the user searched (e.g., a restaurant banner will appear when the user searches for restaurants in their area). These will be sold per heading, per market.
    • Run of Site Banners: These will appear in open inventory spots throughout the mobile yellowbook application and are available per market.
  2. Product Market. The Mobile Banner Product is available for up to 4 local Customers in each market, depending on heading. The market for the local Category or Run of Site Mobile Banner Product is determined principally by reference to the geographic scope of Yellowbook print directories. As between the Category and Run of Site Mobile Banner, Category Banners, when available, will display first with Category Banner Customers rotating so as to have an equal chance of being first over time. Run of Site Banners will appear only if there are no Category Banners sold into that heading and market. Product Detail-Variants. The Category Mobile Banner Product covers only the specified Category Mobile Banner business heading and common synonyms and other variants of that business heading, as determined by Yellowbook. Example: In the case of the Category Mobile Banner Product for the "Insurance-Automobile" business heading for the Philadelphia Yellowbook directory, if a user searches for "car insurance" in "Philadelphia", the Category Banner client should appear, in rotation, in the featured display location within the search results.
  3. Product Detail - Additional Search Terms. A Category Mobile Banner will not necessarily be returned when a user includes another search term in combination with the Category Mobile Banner Product business heading. Example: In the case of the Category Mobile Banner Product purchased in the “Insurance-Automobile” heading, if a user searches “Renters Insurance” the Customer's Category Mobile Banner will not appear in rotation. If no Category Banners have been sold in an associated heading to “Renters Insurance” a Run of Site or other banner will appear in the featured display location.
  4. Product Detail - Overlapping Markets. In some cases there will be some overlap of the geographic scope of Yellowbook directories. When a user searches a location which is in the overlapping area, the Category Mobile Banner clients for each of the overlapping directories will be a "best match". In that event, one of the Category Mobile Banner Customers in the overlapping directory markets will be randomly selected for display. The expectation is that all "best matches," i.e., all Category Mobile Banner clients in the overlapping markets, will have an equal chance of being displayed in the featured display positions over time. Example: The Oakland County and Macomb County Yellowbook directories have some overlapping geographic scope, including Plymouth. In the case of the Category Mobile Banner Product for the "Florists" business heading for the Oakland County Yellowbook directory, if a user searches for "florist" (or some common variant) in "Plymouth", Category Mobile Banner clients from both the Oakland County Yellowbook directory and the Macomb County Yellowbook directory will be best matches. One of the four Category Mobile Banner clients will be selected at random for the featured display position.
  5. Mobile Devicess. The Mobile Banner Product will be displayed on Android™, iPhone®, Windows® Phone 7, and mobile web. The Mobile Banner Product will not be displayed on certain other devices. Publisher shall not be liable for any default or delay in performance of any of its obligations under this agreement if such default or delay is caused by the failure of certain mobile devices to display the Mobile Banner Product or failure of service of a mobile device. Publisher does not guarantee availability of mobile device service or access to the network. iPhone is a trademark of Apple Inc., registered in the U.S. and other countries. Android is a trademark of Google Inc. Use of this trademark is subject to Google permissions. Windows is a registered trademark of Microsoft Corporation in the United States and/or other countries.

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