YES Shared Applications Terms of Use
This contract between YES, Inc. ("*YES*") and you ("*You*") governs Your use
of the YES Bar and YES Chat ("*Shared Applications*").
YES may modify or terminate Shared Applications at any time for any reason,
and without notice, without liability to You, any of your end users or any
third party. YES may also modify the Terms of Use at any time with or
without notice. You can review the most current version of the Terms of Use
online at any time at http://www.yes.com/shareterms.html. If a modification
is unacceptable to You, You may cancel the Service and terminate the Terms
of Use by removing the Shared Applications from Your web site. If You
continue to use the Code and/or the Search Box on any Site, You will be
deemed to have accepted the modifications.
Shared Applications display songs and in some markets ads ("*Data*") played
by a radio or TV station and provide links to third parties such as
Amazon.com, Apple iTunes and Google. You may not edit, modify, truncate,
filter or change Shared Applications in any way. Of course you are welcome
to customize Shared Applications as explained at http://share.yes.com.
You may not display the Data in any way, manner or form except through
Shared Applications and you may not aggregate, save, transmit or use the
Data nor present or grant access to the Data to third parties in any way,
manner or form.
You acknowledge that YES owns all right, title and interest, in and to
Shared Applications, and that You shall not acquire any right, title, or
interest in or to Shared Applications except as expressly set forth in the
Terms of Use.
*Brand Rights.* YES hereby grants to You a nontransferable,
nonsublicenseable, nonexclusive license during the Term to display YES' trade
names, trademarks, service marks, logos and domain names for the purpose of
promoting or advertising that You use YES' Shared Applications and for the
purpose of fulfilling Your obligations below. You hereby grant to YES a
nontransferable, nonexclusive license during the Term to use Your trade
names, trademarks, service marks, logos and domain names to advertise that
You are using the Service. Except as set forth in this Section nothing in
the Terms of Use shall grant or shall be deemed to grant to one party any
right, title or interest in or to the other party's trade names,
trademarks, service marks, logos and domain names. All use by You of
YES' trade
names, trademarks, service marks, logos and domain names (including any
goodwill associated therewith) shall inure to the benefit of Google. At no
time during or after the Term shall You challenge or assist others to
challenge the trade names, trademarks, service marks, logos and domain
names of YES (except to the extent such restriction is prohibited by law) or
the registration thereof by YES, nor shall You attempt to register any trade
names, trademarks, service marks, logos and domain names that are
confusingly similar in any way to those of YES.
*Copyright Notice.* On the webpage that display Shared Application, You need
to include the following language: "Portions of this page are (c) YES &
Mediaguide." The word YES shall link to the YES web site located at
http://www.yes.com or such other address as YES may designate from time to
time during the Term.
*YES Disclaimer of Warranties.* YES MAKES NO EXPRESS OR IMPLIED WARRANTIES
OF ANY KIND INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO SHARED APPLICATIONS, TRADE NAMES, TRADEMARKS, SERVICE MARKS,
LOGOS AND DOMAIN NAMES. SHARED APPLICATIONS, TRADE NAMES, TRADEMARKS,
SERVICE MARKS, LOGOS AND DOMAIN NAMES ARE DISTRIBUTED AND PROVIDED ON AN "AS
IS, AS AVAILABLE" BASIS. YES DOES NOT WARRANT THAT SHARED
APPLICATIONS, TRADE NAMES, TRADEMARKS, SERVICE MARKS, LOGOS AND DOMAIN NAMES
WILL MEET YOUR REQUIREMENTS OR THAT PERFORMANCE OF SHARED APPLICATIONS WILL
BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE
DATA. UNDER NO CIRCUMSTANCES SHALL YES BE LIABLE TO YOU FOR ANY AMOUNT
EXCEEDING ONE THOUSAND DOLLARS ($1000.00).
*Your Warranties.* You warrant that: (1) all information provided by You to
YES in connection with Shared Applications is true and accurate; (2) You
have read and agree to YES' terms and conditions agreement, available at
http://www.yes.com/terms_of_service.html; (3) You have full power and
authority to enter into the Terms of Use; (4) Your Site does not (a)
infringe any Intellectual Property Rights of any third party, (b) constitute
defamation, libel or obscenity, (c) result in any consumer fraud, product
liability, breach of contract to which You are a party or cause injury to
any third party, (d) promote violence or contain hate speech, (e) violate
any applicable law, statute, ordinance, or regulations, or (f) contain adult
content or promote illegal activities, gambling, or the sale of tobacco or
alcohol to persons under twenty-one (21) years of age; (5) You will seek all
necessary governmental approvals required to effectuate the Terms of Use;
and (6) You shall perform all of Your obligations under the Terms of Use in
accordance with applicable laws.
*Indemnification.* You will indemnify, defend, and hold YES harmless from
any third party lawsuit or proceeding brought against YES based upon a claim
that would constitute a breach of any warranty, representation or covenant
made by You under the Terms of Use, including but not limited to any third
party lawsuit or proceeding brought against YES based upon a claim that the
Content, Site, or Your Brand Features infringe any copyright, trade secret
or trademark of the third party. Your indemnification will include (1) all
attorneys' fees and costs associated with the defense of such a claim, (2)
all damages and costs finally awarded, and (3) the full cost of any
settlement entered into by You. YES shall (1) notify You of any such claim,
(2) provide You with reasonable information, assistance and cooperation in
defending the lawsuit or proceeding (to the extent requested by You), and
(3) give You full control and sole authority over the defense and settlement
of such claim. You will not enter into any settlement or compromise of any
such claim without YES' prior consent, which shall not be unreasonably
withheld.
*Limitation of Liability.* YES SHALL NOT BE LIABLE WITH RESPECT TO ANY
SUBJECT MATTER OF THE TERMS OF USE OR TERMS AND CONDITIONS RELATED THERETO
UNDER ANY THEORY OF LIABILITY INCLUDING BUT NOT LIMITED TO CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES ARISING OUT OF
THIS AGREEMENT OR THE USE OF OR INABILITY TO USE YES SHARED APPLICATIONS,
INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OR
INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS,
SERVICE OR TECHNOLOGY. THIS LIMITATION SHALL APPLY EVEN IF YES WAS OR SHOULD
HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
STATED HEREIN. THE SERVICE ARE PROVIDED WITHOUT CHARGE AND THE PARTIES AGREE
THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK
UNDER THE TERMS OF USE. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED
WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
*Term.* The term of the Terms of Use (the "*Term*") shall commence on the
date upon which You add code to Your web site to display Shared
Applications and shall continue in force thereafter, unless terminated as
provided herein. YES may change, suspend or discontinue all or any aspect of
Shared Applications, including their availability, at any time, and may
terminate Your use of Shared Applications at any time. In addition, either
party may terminate the Terms of Use at any time, for any reason, or for no
reason including, but not limited to, if You engage in any action that
reflects poorly on YES or otherwise disparages or devalues YES Brand or YES'
reputation or goodwill. If You desire to terminate the Terms of Use, You
must remove the code to display Shared Applications on Your web site.
*Rejection of Application.* YES shall have the right, in its sole
discretion, to reject any request to use Shared Applications at any time and
for any reason, and such rejection shall render null and void the Terms of
Use between You and YES. YES shall not be liable to You for damages of any
sort resulting from its decision to reject such a request.
*Effect of Termination.* Upon the termination of the Terms of Use for any
reason (i) all license rights granted herein shall terminate and (ii) You
shall immediately delete any and all YES trade names, trademarks, service
marks, logos and domain names, code and Shared Applications from the Site.
*Remedies.* You acknowledge that Your breach of service/license restrictions
contained herein may cause irreparable harm to YES, the extent of which
would be difficult to ascertain. Accordingly, You agree that, in addition to
any other remedies to which YES may be legally entitled, YES shall have the
right to seek immediate injunctive relief in the event of a breach of such
sections by You or any of Your officers, employees, consultants or other
agents.
THE TERMS OF USE CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF. THE TERMS OF USE SUPERSEDE, AND THE
TERMS OF THE TERMS OF USE GOVERN, ANY OTHER PRIOR OR COLLATERAL AGREEMENTS
WITH RESPECT TO THE SUBJECT MATTER HEREOF.
YES and SAY YES are trademarks of YES International AG.