White Dot Box Holdings Limited and Yahoo!
PARTIES:
(1) White Dot Box Holdings Limited registered in England of Unit 1A, Wrexham Enterprise Park, Ash Road North, Wrexham Industrial Estate, Wrexham LL13 9JT (the Company); and
(2) You, the Client
1. In consideration of the revenue sharing arrangement detailed in 10 below, the Company will provide certain services to the Client in relation to the Agreed HomePage URL and/or any Client Website.
2. The main aim of the agreement between the Company and the Client is for the Company to attempt to link third parties to the Client Website or Agreed HomePage URL to try and generate revenue via such links. The Client hereby agrees to the Company creating such links to and from the Client Website or Agreed HomePage URL.
3. For the purposes of these Terms & Conditions, "Material" shall mean any and all content on the Client Website and/or the Agreed HomePage URL, including but not limited to text, images, Client branding and any intellectual property rights therein.
4. The Client hereby grants a world-wide non-exclusive, non-transferable, royalty-free licence to the Company to use, reproduce and transmit the Material solely in accordance with these Terms & Conditions.
5. The Client warrants that the Material shall not be reasonably considered to be indecent, obscene, defamatory, harassing, offensive or malicious, infringe any third party rights or contravene or breach any law, regulation, regulatory requirement, guideline or code of practice including without limitation and where relevant those relating to investment or financial services, data protection or advertising standards.
6. The Client undertakes to indemnify the Company and keep it indemnified fully at all times against all claims, demands, actions, proceedings, damages, losses, costs, expenses, fines and charges which are made or brought against or incurred by the Company in consequence of a breach of warranty or any default or delay by the Clients in duly performing its obligations under these Terms & Conditions.
7. Although every effort is made to be selective of the written, image, music or video material that is shown on Agreed HomePage URL and/or the Client Website as part of or via the links detailed in 2 above, neither the Company, the Company's parent Company (White Dot Box Holdings Limited), or any subsidiaries of the Company or White Dot Box Holdings Limited will be liable for any third party content displayed on the Agreed HomePage URL or the Client Website.
8. The Company reserves the sole right to change the format and content of the Agreed HomePage URL.
9. The Client shall not take part, directly or indirectly, in any activities which could be considered to be clickfraud, i.e. spurious searches, site visits etc which are designed to increase site traffic, visits, click-throughs etc and which could raise linkage revenue. The Client shall, therefore, at all times comply with the Guidelines published at [http://uk.docs.yahoo.com/info/terms.html].
10. Every 30 days the Company will pay the Client in arrears 50% of any linkage revenue generated via links on the Website or the Agreed HomePage URL. The first payment date shall be 45 days after the end of the calendar month in which this agreement is signed by the Client. The Company shall retain 50% of such revenue in consideration of the services provided by it to the Client pursuant to these Terms & Conditions.
11. This agreement will initially run for 30 days and is automatically renewed for rolling 30 day periods. The Company can terminate this agreement at any time on 30 days notice and immediately if the Client is in breach of any of the Terms & Conditions detailed above.
12. These Terms & Conditions set out the entire agreement and understanding between the parties and supersede all prior agreements, understandings or arrangements (oral or written) in respect of the subject matter of this agreement.
13. This agreement shall be governed by and construed in accordance with English law and each of the parties irrevocably submits for all purposes in connection with this agreement to the exclusive jurisdiction of the courts of England.
14. This agreement shall commence immediately upon acceptance.