Vendor Master Terms and Conditions

These Vendor Master Terms and Conditions (“Vendor Master Terms and Conditions” or “Vendor MTC”) are entered into by and between Yahoo! Taiwan Holdings Limited, Taiwan Branch (“YTH”), and Vendor as of the Start Date. Except for terms defined in the body hereof, capitalized terms used herein are defined in Section 14 of these Vendor Master Terms and Conditions.

1. SCOPE OF AGREEMENT

The Agreement sets forth the terms and conditions under which Vendor will provide Services. All SOWs, Change Orders, SLAs, PLSSs, and POs will be governed by the Vendor MTC. YTH will be entitled to purchase Services under the Agreement by submitting a PO and/or executing an SOW, as applicable.

2. SERVICES

2.1 Ordering. YTH will issue a PO for Services. Vendor agrees not to provide any Services unless YTH issues a PO for such Services. YTH makes no representations to Vendor as to the frequency of POs or the scope of Services that may be ordered. Any modifications to a PO must be in writing and pre-approved by YTH in writing.

2.2 Price Listed Services. If Vendor offers any Price Listed Services, Vendor will provide YTH written notice of such Price Listed Services, and Vendor and YTH may enter into a PLSS. The prices indicated on a PLSS will remain fixed throughout the Term and will not be subject to increase, unless the Parties execute an updated PLSS. For Services ordered pursuant to a PLSS, Vendor will deliver the ordered Services on or before the delivery date set forth in the applicable PO, or if no delivery date is set forth in the PO, then within ten (10) days of the PO date.

2.3 Statements of Work. Upon YTH’s request for Services that are not Price Listed, YTH will issue a PO or the Parties will sign an SOW, as applicable.

2.4 Service Level Agreement. The Parties may adopt an SLA as specified in an SOW, PO or at any time by written agreement. Once an SLA is adopted, the SLA cannot be amended, terminated or revoked except by a written amendment to the Agreement signed by the Parties. Unless otherwise stated in the SLA, Vendor will inform YTH, within one (1) business day, of any failure to meet any SLA. Vendor will issue YTH service level credits, if any, set forth in the applicable SLA (“SLA Credits”). YTH may apply any SLA Credits to any charges otherwise payable to Vendor by YTH.

2.5 Staffing.

a. Personnel. Vendor agrees: (i) to assign Personnel qualified to perform the Services; (ii) to maintain sufficient staffing levels to ensure Services are performed within the timeframes specified in the Agreement and at the performance levels in the SLAs; and (iii) Personnel will be supervised and controlled by Vendor. In addition, Vendor is solely responsible for: (1) the acts and/or omissions of Personnel; (2) payment of all Personnel compensation, including all legal and contractual benefits; (3) withholding any and all appropriate taxes; and (4) complying with any  applicable employment Laws as well as any other employer duties and obligations.

b. Subcontractors. Vendor will not subcontract the Services, in whole or in part, without YTH’s prior written approval. Vendor agrees to: (i) impose on Subcontractors obligations consistent with the terms of the Agreement; and (ii) ensure that Subcontractors comply with the Agreement. Vendor’s use of any Subcontractor will not relieve, waive, or diminish any obligation Vendor has under the Agreement. Vendor is solely responsible for the acts or omissions of Subcontractors. In addition, Vendor is solely responsible for the payment of any compensation due or allegedly due to Subcontractors, and Subcontractors may not seek payment (either directly or indirectly) from YTH. Vendor agrees to keep the Site and all other real and personal property in which YTH holds an interest free and clear of any and all liens and claims of such subcontractors, laborers, and suppliers; and if any such lien shall be filed at any time during the term of this Purchase Order, then Vendor shall, within ten (10) days of the date of receiving written notice of the filing of such lien, discharge, remove or bond off such lien to YTH’s satisfaction. Until such discharge or removal, YTH shall have the right to withhold from any sums payable under this Purchase Order any amount, which YTH deems appropriate to pay such lien and to pay all related costs and expenses, including attorney fees, and Vendor shall be liable to YTH for all such costs and expenses.

c. Removal. YTH may request removal and/or replacement of any Personnel or Subcontractor upon notice to Vendor. Upon such request, Vendor will immediately remove such Personnel or Subcontractor from performing Services under the Agreement and promptly replace such Personnel or Subcontractor with other Personnel or Subcontractor reasonably acceptable to YTH. Removal of any Personnel will not relieve, waive, excuse, or diminish any obligations Vendor has under the Agreement.

2.6 Inspections. Upon notification, Vendor will, within ten (10) business days or any less time required by Law, allow YTH, its auditors (including internal audit staff and external auditors), inspectors, regulators and other representatives, to visit Vendor’s facilities and inspect all records of Vendor (as well as Vendor’s affiliates and Subcontractors) that are held or maintained in connection with the Agreement, and Vendor’s facilities that will be or are used in the course of Vendor’s performance of the Agreement for the purpose of performing audits and inspections of Vendor during the term of this Purchase Order and for the period Vendor is required to maintain Records hereunder. Each Party will bear its respective costs associated with such inspection. Vendor shall provide to such auditors, inspectors, regulators and other representatives such assistance as they require, including installing and operating audit software. To the extent any audit report identifies overcharges or negative variances relating to Vendor's performance under this Purchase Order, Vendor shall promptly refund the amount of any such overcharge to YTH and otherwise promptly take those actions necessary to correct any negative variance.

2.7 Financial Information. Vendor represents, warrants, and covenants that Vendor has the financial viability to fulfill its obligations under the Agreement. In addition, Vendor will provide prompt written notice to YTH of any event or condition that results in, or is reasonably likely to result in, a material adverse change to Vendor’s financial condition, reputation or operation.

2.8 Equipment and Services. Vendor, at its sole cost and expense, will provide all Information Systems, equipment, materials and/or facilities, as well as any support and maintenance of any of the foregoing, as necessary for its performance of the Agreement.

2.9 Hazardous Materials. If applicable, Vendor will: (a) provide notification to YTH if the Services include any material that is or can be hazardous to a person’s health or physical safety, even such hazard or injury that may result due to mishandling; (b) identify each such hazardous or injurious material; and (c) supply warning labels or instructional material appropriate to warn persons coming in contact with any such hazardous material of the hazard and its effect.

2.10 Vendor Code. Vendor will comply with the Vendor Code at all times while performing the Services under this Purchase Order. https://legal.yahootwec.com/en/YTHPartnerSupplierCodeofConduct.html

3. DELIVERY AND ACCEPTANCE

3.1 Delivery. Vendor acknowledges that time is of the essence with respect to the delivery of all Services. Vendor will package and label all Deliverables in accordance with best commercial practices. Unless otherwise agreed by YTH in writing, all Deliverables will be delivered CIF to the destination in the PO or SOW. Unless expressly agreed to in writing by YTH, Vendor will pay all costs associated with shipping Deliverables, if any, including shipping, customs duties, and clearance. Risk of loss will pass to YTH upon YTH's receipt, inspection, and acceptance of Deliverables, as set forth in Section 3.2.

3.2 Inspection, Testing, and Acceptance. YTH has thirty (30) days from the receipt of a Deliverable (“Acceptance Period”) to inspect, test, and accept or reject such Deliverable in writing. Vendor will provide (at no additional cost to YTH) such assistance as YTH may reasonably require while inspecting and testing any Deliverable. YTH may reject any Deliverable that YTH determines: (a) does not conform to the PO and/or the SOW and/or any Documentation; or (b) contains defects in materials or workmanship (collectively “Acceptance Criteria”). If Vendor is unable to correct a non-conforming Deliverable, at no additional cost to YTH, within ten (10) days of notification of non-conformance, YTH will, at its option: (i) be entitled to a refund of all fees, costs and expenses incurred in connection with such non-conforming Deliverable(s); or (ii) be entitled to offset or adjust payments for such non-conforming Deliverable(s) against current or future payments to Vendor. If YTH requires an extension to evaluate any Deliverable, YTH and Vendor will work in good faith to agree upon a reasonable extension. If YTH fails to request an extension and/or does not provide written notice of acceptance or rejection by the end of the Acceptance Period, then the Deliverables subject to that Acceptance Period will be deemed rejected. For purposes of this Section 3.2, YTH may provide notice via email or fax. Neither YTH’s acceptance nor rejection of any Deliverable will relieve, waive, or diminish any obligation Vendor may have under the Agreement.

3.3 Change Order. Either Party may request, in writing, revisions to a PO or an SOW (“Change Order”). Vendor will not commence and/or furnish any Services pursuant to a Change Order until YTH has signed the Change Order and/or YTH has issued a revised PO for such Change Order. YTH will not be responsible for any fees or costs incurred by Vendor or any permissible Subcontractor under a Change Order not signed by YTH.

4. COMPENSATION AND PAYMENT TERMS

4.1 Payment

a. Compensation. Subject to Vendor’s compliance with the Agreement, YTH will pay Vendor for Services that have been accepted pursuant to Section 3.2, above, based upon: (i) the prices and terms set forth in the applicable: (1) SOW, or (2) PO, and (ii) the terms of this Section 4. Vendor will promptly invoice YTH upon completion of Services or a project milestone as outlined in the Agreement, but in no event later than ninety (90) days following YTH’s acceptance of the Services or project milestone, as outlined in Section 3.2, above. Payment for any accepted Services will be made as follows: for an undisputed invoice received by YTH on or before the 25th day of any given calendar month, payment will be due sixty (60) days after the last day of that same month. For invoice received after the 25th day of the calendar month, the invoice shall be deemed received in the following calendar month, and payment shall be due sixty (60) days after the last day of such subsequent month. Any invoice issued to YTH shall reference the applicable PO number and itemize all of Vendor’s fees and charges for such accepted Services. YTH reserves the right to apply an early payment discount of two percent (2%) of the invoiced amount, if YTH pays the undisputed portion of the invoice within ten (10) days after invoice receipt and approval. Vendor will not invoice YTH for nor be entitled to any amounts in excess of the amount stated in the applicable PO or SOW. Unless otherwise agreed by the Parties in writing, all payments will be invoiced and paid in New Taiwan Dollars, regardless of the location in which the Services are performed.

b. Purchase Orders. All invoices must be submitted as set forth in the applicable Purchase Order. In certain cases, Vendor may elect, or YTH may require, payment through automated payment processing, in which event Vendor will promptly complete and deliver the proper ACH form to YTH.

c. Payment Disputes. YTH may withhold payments for any item(s) on Vendor’s invoice that YTH reasonably disputes. Pending resolution of the dispute(s), YTH’s non-payment of disputed items will not constitute a default and will not entitle Vendor to suspend or delay furnishing Services or terminate the Agreement, in whole or in part.

d. Payment Errors. If Vendor incorrectly applies YTH’s payment (in whole or in part) to a PO number other than to the PO number referenced by YTH for the applicable Services, Vendor will promptly apply such payment to the correct PO and issue a written confirmation of such correction to YTH.

e. Late Delivery. To the extent that Vendor fails to furnish Services by the applicable delivery date or performance schedule, YTH will be entitled to a five percent (5%) discount off the total fees for the applicable late delivery/performance. Such discount will be refunded to YTH or, at YTH’s option, credited against future amounts owed, if any.

4.2 Costs and Expenses. Vendor will not be entitled to reimbursement for any cost or expense unless the cost or expense: (a) is set forth in the applicable PO or SOW; (b) if for travel or accommodations, was incurred consistent with the Travel Policy; (c) is detailed on the corresponding invoice and accompanied by supporting documentation; (d) is billed at cost; and (e) was previously approved by YTH in writing. All cost and expense items that meet the foregoing criteria will be paid in accordance with Section 4.1, above. Any cost or expense item that does not satisfy the foregoing criteria will not be reimbursed.

4.3 Taxes. Amounts payable for Services will not include any taxes, and Vendor will be solely responsible for all taxes, unless YTH expressly agrees otherwise in writing; provided however, in no event will YTH be liable for any income taxes imposed on Vendor or any other taxes or charges assessed against Vendor or associated with the operation of Vendor’s business. Vendor shall accept any tax exemption certificates supplied by YTH.

5. CONFIDENTIALITY

“YTH Confidential Information” means any information disclosed by YTH to Vendor, either directly or indirectly, in writing, orally, or by inspection of tangible objects that is designated as “Confidential,” “Proprietary,” or some similar designation. Notwithstanding the foregoing, YTH Confidential Information includes the terms of the Agreement and YTH Data, and may also include information disclosed to YTH by third parties. “Vendor Confidential Information” means any information disclosed by Vendor, either directly or indirectly, in writing or by inspection of tangible objects that are designated as “Confidential,” “Proprietary,” or some similar designation. “Confidential Information” means YTH Confidential Information and/or Vendor Confidential Information in context as applicable to the receiving or disclosing Party. Confidential Information will not, however, include any information which: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files, records, and/or other competent evidence immediately prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession. The receiving Party will not at any time (i) disclose, sell, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing Party (except to disclose or make available, in Vendor’s case, to Personnel and Subcontractors, who have a legitimate need to know such Confidential Information, and in YTH’s case, the YTH Entities), or (ii) use, reproduce, or copy any Confidential Information of the disclosing Party, except as necessary in connection with or as set forth in the Agreement. All Confidential Information will remain the disclosing Party’s property and all documents, electronic media, and other tangible items or portions thereof, which contain Confidential Information of the disclosing Party will be delivered to the disclosing Party promptly upon the disclosing Party’s written request. Notwithstanding the foregoing, YTH will not be required to remove copies of Vendor’s Confidential Information from any backup media or servers. Nothing contained in the Agreement will prevent Vendor or an YTH Company from complying with applicable privacy and/or data protection Laws. The receiving Party may disclose Confidential Information of the disclosing Party in connection with subpoenas, court orders, other legal processes, or as otherwise required by Law, provided that the receiving Party gives the disclosing Party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and takes reasonable steps to protect the Confidential Information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. Neither Party will issue or make, directly or indirectly, any press releases or other public announcements relating to the Agreement or the underlying transaction(s) between YTH and Vendor without the prior written approval of the other Party. Each Party reserves the right to withhold approval in its sole discretion.

6. SITE ACCESS AND DATA SECURITY

6.1 Site Access. If Services are to be performed at a Site, YTH will permit Vendor reasonable access to the applicable Site(s) subject to the terms of this Section 6 and the Site Access Policies. Vendor will provide YTH a list of all Personnel and Subcontractors (including all Subcontractor personnel) that require access to the Site(s) and will maintain a current list, which will be available to YTH at all times. Any Personnel or Subcontractor failing a background investigation, as required under Section 6.5, below, will be denied access to any Site. In the event Vendor is granted Site access, Vendor represents, warrants, and covenants that Vendor will perform its obligations without interfering with Users or YTH’s operations in or around the Site(s).

6.2 Identification Badges. All Personnel and Subcontractors working at a Site will wear a visible YTH issued identification. Immediately upon the termination of Personnel and/or Subcontractor who worked at a Site, Vendor will promptly provide written notice to the YTH Security Office, and return all security badges and access cards issued to Vendor for such Personnel and/or Subcontractors. Vendor will pay YTH a fee of one hundred dollars (US$100.00) (or the foreign equivalent thereof) for each non-returned or lost security badge or access card. YTH reserves the right to charge Vendor for expenses incurred by YTH in recovering any security badge or access card.

6.3 Network and Data Security.

a. If any Network-Data Communication occurs in connection with the use or performance of the Services: (i) such Network-Data Communication will be limited solely to Vendor’s performance of its obligations; and (ii) Vendor represents, warrants, and  covenants that it will (and will cause its Subcontractors to) comply with the Network Security Terms. “Network-Data Communication(s)” means: (1) any Vendor-hosted interface which YTH or Users access; (2) any access to YTH’s Information Systems; (3) any access, communication, contact, or interconnection/between the information systems of YTH and Vendor; (4) any access/exposure to or communication of YTH Data, including any code or Intellectual Property; or (5) any Vendor access to any Site. “Network Security Terms” means YTH’s network security terms located at: https://legal.yahootwec.com/en/NetworkSecurityTerms.html which are incorporated herein by this reference and may be updated from time to time.

b. As between YTH and Vendor, YTH Data, collected, used, or stored by Vendor will be the sole and exclusive property of YTH. If YTH requests that Vendor complete and sign an updated Vendor data security disclosure form, Vendor will provide such disclosure form in the form and substance requested by YTH within five (5) days of YTH’s request, and any such Vendor data  security disclosure form will be treated as Confidential Information.

6.4 User Data.

a. Vendor represents, warrants and covenants that: (i) Vendor will not collect, process, use, or disclose in connection with the Agreement any Personal Information without YTH’s prior express written consent; (ii) any collection, processing, use, or disclosure of Personal Information will comply with the Agreement and all Laws; (iii) any collection, use, storage or transference of Personal Information, expressly authorized under the Agreement, will be solely for and/or on behalf of YTH and not for or on behalf of Vendor (or its agents, subcontractors, or suppliers), and Vendor will not, at any time for any reason, collect, use or disclose any Personal Information except as necessary for the purpose of carrying out its duties as specified in the applicable PO or SOW; (iv) Vendor will not knowingly collect or accept information from children under the age of twelve (12); (v) Vendor will not, without the prior written consent of YTH, transmit or provide access to Personal Information to any facility outside Taiwan ; (vi) to the extent that the PO or SOW relates to any Personal Information from Users located in the European Union, Vendor will provide at least the level of privacy protection as is required by the applicable laws and comply with the terms of the Data Processing Agreement located at https://legal.yahootwec.com/en/DataProcessingAgreement.html, which shall be deemed to form part of these VMTCs in such event; (vii) Vendor shall adopt proper security measures in accordance with Taiwan’s Personal Data Protection Law to prevent Personal Information from being stolen, altered, damaged, destroyed or disposed; (viii) Vendor shall notify YTH immediately when Personal Information is stolen, disclosed, altered or infringed; and (ix) Vendor shall stop using and delete all Personal Information collected under the Agreement after carrying out its duties as specified in the applicable PO or SOW, and if there is any breach, Vendor shall be liable for all legal responsibilities and shall compensate YTH for all losses.

b. If Vendor receives any inquiry or complaint relating to Personal Information, Vendor will immediately notify YTH in such form and manner, and with such particulars, as YTH may require. If YTH notifies Vendor that it requires assistance in investigating or responding to the inquiry or complaint, Vendor will fully cooperate with YTH by furnishing it with complete information concerning its collection, use and disclosure of the Personal Information, including responding, if requested to do so, to any inquiry by a regulatory authority and/or to any complaint. If any inquiry or complaint gives rise to regulatory or court proceedings, Vendor will cooperate in the conduct of such proceedings, including attending hearings and assisting in securing and giving evidence and obtaining the attendance of witnesses.

c. If a User requests or if YTH requests on behalf of any User that Vendor remove any Personal Information from Vendor’s databases and/or records, Vendor will promptly remove all such Personal Information from its databases and records and confirm such removal in writing.

d. In the event of any termination of the Agreement, Vendor will immediately return to YTH, as directed by YTH, all Personal Information held by Vendor pursuant to the Agreement.

6.5 Background Checks. Vendor, and its Personnel and Subcontractors performing Services or providing work under this Purchase Order, will undergo a background check (which may include criminal records and civil judgments, professional license verifications, motor vehicle records, social security number, court records, military service records, other public records reports, and verifications of employment and education) performed by an YTH-designated firm (at Vendor’s cost), prior to such Personnel or Subcontractor undertaking any action in connection with the Agreement, and all such individuals will sign YTH’s standard Non-Disclosure Agreement, agreeing to be bound by the confidentiality, non-disclosure and proprietary rights contained therein.

6.6 Anti-Spam Policy. To the extent Vendor uses email in connection with the Services, Vendor will comply with YTH’s Anti-Spam Policy located at https://legal.yahootwec.com/en/AntiSpamPolicyTerms.html.

7. OWNERSHIP

7.1 Vendor Property.

a. Disclosure of Vendor Property. Vendor and/or Vendor’s licensor(s) retain all rights, title and interests they possessed in any Vendor Property that may be used by Vendor in connection with the Agreement. “Vendor Property” means Intellectual Property that Vendor can provide reasonable documentary evidence that Vendor owned, controlled or validly licensed. Vendor represents, warrants and covenants that all Vendor Property: (i) was independently developed by Vendor without benefit, use, or inclusion of any YTH Property, (ii) was owned by Vendor and/or owned by and validly licensed from a third party and (iii) is not protected under a duty of confidentiality to a third party. If YTH requests that Vendor complete and sign a Vendor Property disclosure form, Vendor will provide such disclosure form in the form and substance requested by YTH within five (5) days of YTH’s request.

b. License to Vendor Property. For Vendor Property incorporated into, required for use of, or provided with any Deliverables, Vendor grants to the YTH, on behalf of itself and its licensors, a worldwide, perpetual, irrevocable, royalty-free, fully paid up license under all Intellectual Property Rights to use, modify, reproduce, sell, license, sublicense, display, disclose, publish, produce derivative works of or otherwise disseminate, distribute or transfer the Vendor Property for any YTH’s business purposes.

7.2 Deliverables. YTH is the sole and exclusive owner of all Deliverables, including all Intellectual Property Rights therein, regardless of whether such Deliverables are specified in any PO, SOW or PLSS. All Deliverables will be deemed “a work made for hire” for YTH. To the extent that title to any of the Deliverables does not vest in YTH as the author or such works may not be considered “works made for hire,” all rights, title and interest therein, including all Intellectual Property Rights, are hereby irrevocably assigned and transferred to YTH by Vendor, and Vendor hereby irrevocably and unconditionally waives all enforcement of any such rights (including the moral rights of an author). All such Deliverables will belong exclusively to YTH, with YTH having the right to obtain and to hold in its name . For purposes of this paragraph, Deliverables shall not include the Services or any improvements, modifications or derivatives of the Services; but shall mean any material developed by Vendor hereunder which is specifically related and unique to a YTH project or which incorporates YTH’s Confidential Information.

7.3 Assignment of Rights. Vendor will require and cause its Personnel and Subcontractors to assign to Vendor all materials prepared and/or developed by such Personnel and Subcontractor pursuant to the Agreement. Vendor agrees to give YTH and any person designated by YTH, reasonable assistance, at YTH’s expense, required to perfect the rights granted pursuant to the Agreement. Upon the earlier of the completion of the Services or the termination of the Agreement, Vendor will immediately turn over to YTH all materials related to the Services and/or all Deliverables pursuant to the Agreement.

7.4 YTH Trademark. Vendor is not authorized to use and agrees it will not use YTH trademark(s), logo(s), service mark(s), trade name(s), and/or legal notice(s) (collectively, “YTH Marks”) unless otherwise agreed by the Parties in writing.

7.5 Acknowledgement of Rights. YTH retains exclusive ownership of all right, title and interest in and to the YTH Property. Vendor will not, at any time during or after the Term, dispute or contest, directly or indirectly, YTH exclusive rights and title in the YTH Property.

8. REPRESENTATIONS AND WARRANTIES

8.1 Warranties. Vendor represents, warrants, and covenants for itself and each of its Subcontractors that: (i) it and its Subcontractor(s) is/are a validly existing business entity, duly licensed and qualified to carry on its business/operations and perform its obligations; (ii) it and its Subcontractor(s) has/have all rights, licenses, permits, qualifications and consents necessary to perform its and/or their respective obligations; (iii) it and its Subcontractor(s) will comply with all Laws; (iv) its and its Subcontractor(s)’ performance under the Agreement does not and will not violate or cause a breach of the terms of any other agreement to which it is a party; (v) it and its Subcontractor(s) is/are not in default of any other agreement and there are no proceedings threatened or pending under order of any court, arbitrator, administrative agency or other authority, which would affect performance of the Agreement; (vi) there are no undisclosed collective bargaining agreements or other labor agreements to which it or its Subcontractor(s) is a party or by which it or its Subcontractor(s) is bound; (vii) there is and has been no unfair labor practice complaint against it or its Subcontractor(s); (viii) neither the Services nor any Vendor Property, nor any combination thereof with any YTH Property, infringes or misappropriates the Intellectual Property Rights of any third party; (ix) the Services and the media on which the Services are performed and/or delivered will be free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, disable, deactivate, or expropriate YTH or User’s Information System(s); (x) it and its Subcontractor(s) will deliver and perform all Services in a professional and workmanlike manner in accordance with standards generally accepted in Vendor’s industry; (xi) Deliverables furnished hereunder are and will be: (a) new and free from defects in design, materials and workmanship; (b) of merchantable quality and fit for the purposes for which they are intended; and (c) free and clear of all liens, claims and encumbrances; (xii) it and its Subcontractors has/have all rights, licenses, permits, qualifications and consents necessary to grant YTH ownership and use of the Deliverables, and delivery to YTH of all rights and licenses in and to the Deliverables does not violate any Laws; (xiii) Services will conform with the Agreement and any Documentation; and (xiv) it and its Subcontractor(s) will take all necessary precautions to prevent injury to any person or damage to any property while performing Services.

8.2 Remedies. If the Services do not comply with Section 8.1(viii), above, in addition to any other remedies YTH may have, Vendor will in the following order (at Vendor’s sole cost and expense): (a) procure for the YTH Companies the right to continue using the affected Services; (b) if applicable, replace the affected Services with conforming and/or non-infringing Services at no cost to YTH; (c) modify the affected Services so that such Services conform or become non-infringing without detracting from their functionality or performance; or (d) if the foregoing alternatives are not commercially available, within fifteen (15) days, refund to the YTH Companies all fees paid to Vendor for such non-conforming or infringing Services.

9. INDEMNIFICATION

Vendor will indemnify, defend and hold harmless the YTH Entities from all costs and claims asserted by a third party, whether actual or alleged, that arise out of or in connection with the Services, including: (a) personal injury, death, or property damage; (b) theft; (c) negligent or intentional misconduct; (d) Vendor’s breach of the Agreement or a violation of applicable Law; and (e) payments to any Personnel and/or Subcontractor(s) (collectively “Claim(s)”). YTH will (at Vendor’s sole expense) reasonably cooperate to facilitate the settlement or defense of such Claim. Vendor is solely responsible for defending any Claim against an YTH Entity, subject to such YTH Entity’s right to participate with counsel of its own choosing at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against an YTH Entity; provided however, that Vendor will not agree to any settlement that imposes any obligation or liability on an YTH Entity without such YTH Entity’s prior express written consent.

10. INSURANCE

10.1 Coverage. Vendor will obtain and keep in effect, at Vendor’s expense, insurance coverage as follows: (a) commercial general liability insurance, on an occurrence policy form, with policy limits equal to or greater than US$1,000,000 per occurrence (combined single limit) and US$2,000,000 in the aggregate, covering operations by or on behalf of Vendor, including coverage for: (i) premises and operations, (ii) products and completed operations, (iii) contractual liability, (iv) property damage (including completed operations), (v) personal injury liability/advertising injury and liquor liability insurance if applicable; (b) (if Vendor has access to YTH’s financial systems or any financial data) fidelity and commercial crime insurance, naming YTH as a Loss Payee, with policy limits equal to or greater than US$250,000; (c) professional liability, errors and omissions and cyber liability insurance, with policy limits equal to or greater than US$3,000,000 annual aggregate; coverage to include the following: defamation, copyright infringement, trademark, and trade dress, loss of data, invasion of privacy, network security liability, theft, unauthorized disclosure, alteration, corruption, destruction or deletion of information stored or processed on a computer system, the failure to prevent the transmission of malicious code or malware (intentional or unintentional), remediation expenses, and infringement upon materials used in the project or provision of services (professional liability insurance is required only for those vendors providing a professional service); (d) workers' compensation as required by Laws and employer's liability insurance with policy equal or greater than US$1,000,000 combined single limit for each accident for bodily injury by accident, and US$1,000,000 each employee for bodily injury by disease policy limit and US$1,000,000 policy limit by disease; and (e) such other liability insurance coverage and policy limits, as may be requested by YTH.

10.2 Certificates and Policies of Insurance. A Certificate of Insurance evidencing all required coverage, limits and endorsements must be furnished to YTH before Vendor provides any Services, and annually thereafter upon expiration of policies, throughout the Term of the Agreement. Vendor will endeavor to provide YTH thirty (30) days' written notice prior to cancellation or intent not to renew any insurance coverage(s) required to be maintained by the Agreement. All insurance policies will be written by financially viable companies rated by A. M. Best as A-VII or better and duly licensed and authorized to do business in the state, province or territory in which Vendor is located. YTH shall be named as an additional insured under Vendor’s policies for commercial general liability insurance and liability waiver of subrogation shall apply in favor of YTH, with respect to the workers' compensation policy. Vendor's liability policies shall be primary and non-contributory with any insurance policy maintained by YTH. Vendor agrees to indemnify and hold YTH harmless for covered losses and/or occurrences that fall within any applicable deductible if such losses are Vendor's responsibility under the Agreement. Certificates of insurance will be mailed to: Yahoo! Taiwan Holdings Limited, Taiwan Branch, Procurement Department, 14F, No. 66, Sanchong Rd., Nangang Dist., Taipei, 115, Taiwan.

10.3 Continuation of Insurance. Vendor will keep all liability insurance coverage required by the Agreement in effect for at least four (4) years after the expiration or termination of the Agreement.

10.4 Obligations. In no event will the insurance coverage, deductible, self-insured retention or limits of any insurance maintained by Vendor under the Agreement, or the lack or unavailability of any other insurance, limit or diminish in any way Vendor’s obligations or liability to YTH under the Agreement.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 5, ABOVE, VENDOR’S BREACH OF SECTIONS 6, 7 AND/OR 8.1(ix), ABOVE, AND VENDOR’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, ABOVE, IN NO EVENT WILL VENDOR AND/OR YTH BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. FURTHER, IN NO EVENT WILL YTH’S AGGREGATE CUMULATIVE LIABILITY TO VENDOR SHALL EXCEED THE AMOUNT PAID OR TO BE PAID TO VENDOR FOR THE PROVISION OF THE SERVICES OR FOR SUPPLY OF ANY GOODS UNDER THE APPLICABLE ORDER, SOWS OR CHANGE ORDERS.

12. TERM AND TERMINATION

12.1 Term. These Vendor Master Terms and Conditions will commence upon Acceptance by Vendor as set forth in Section 13.16 and unless sooner terminated pursuant to Section 12.2 below, will continue to remain in full force and effect for all outstanding SOWs, Change Orders and POs until such time as all of such agreements expire, are completed or terminated pursuant to the respective SOW, Change Order, PO, or the Vendor MTC.

12.2 Termination. Either Party may terminate the Agreement by written notice to the other Party if the other Party breaches any material provision of the Agreement and such breach is not cured within thirty (30) days after written notice thereof is received by the other Party; provided, however, in the event that Vendor fails to meet the SLA requirements more than three (3) times in a calendar month, YTH may terminate the Agreement, in whole or in part, effective immediately without any Vendor right to cure. In addition, YTH reserves the right to terminate the Agreement or any portion thereof, with or without cause, upon thirty (30) days prior written notice to Vendor.

12.3 Effect of Termination. Upon termination of the Agreement or the applicable SOW, PLSS, Change Order, or PO, in whole or in part, YTH, as its sole liability, will pay Vendor for: (a) Services completed and accepted; and (b) costs incurred and approved in writing by YTH, prior to the termination date. The termination of any SOW, PLSS, Change Order or PO, in whole or in part, will not automatically result in the termination of the Agreement. If Vendor performs any Services after the termination date of an SOW, PLSS, Change Order, or PO, in whole or in part, YTH will not be liable for any fees, costs, taxes or charges. Upon termination of the Agreement or any portion thereof, Vendor will: (i) provide the Services until the effective date of such termination (except as otherwise instructed in writing by YTH), terminate the Services in an efficient, workmanlike and cost-effective manner, and cooperate with YTH in the transition as requested by YTH; (ii) return to YTH all YTH Property; (iii) return to the YTH Security Office any security badges and access cards issued to Vendor; and (iv) within thirty (30) days of such termination, deliver to YTH, without any offset, a prorated refund of any prepaid fees, including any service or maintenance fees, together with a payment of any accrued SLA credits. Termination of the Agreement, in whole or in part, will not result in a termination of the applicable Vendor Property Disclosure or YTH’s rights under Section 7.1(b), above. YTH will not be responsible for any penalties, re-stocking fees, or similar charges resulting from its termination of any PO, SOW, PLSS, or Change Order.

12.4 Survival. All of the following will survive the expiration or any termination of the Agreement: (a) Sections 4.1(a) (until any outstanding payment obligations are satisfied), 4.1(c), 5 through 11, 12.3, 12.4, 13 and 14 of these Vendor Master Terms and Conditions; and (b) any Vendor Property Disclosures.

13. GENERAL PROVISIONS

13.1 Notices. All notices will be in writing, and delivered by overnight courier or registered mail with postage prepaid, to the recipients as set forth below:

YTH Notice Addresses

Yahoo! Taiwan Holdings Limited, Taiwan Branch
Attn: Procurement Department
14F, No.66, Sanchong Rd., Nangang Dist.,
Taipei, 115, Taiwan

With a copy to:

Yahoo! Taiwan Holdings Limited, Taiwan Branch
Attn: Legal Office
14F, No. 66, Sanchong Rd., Nangang Dist.,
Taipei, 115, Taiwan

Vendor Notice Address: at the address set forth on the applicable VMDT, PO, SOW, or PLSS. Except as provided in Section 12.2, above, all notices will be deemed received as follows: (a) one (1) business day after deposited with a nationally recognized overnight carrier service; (b) five (5) days after the day deposited with Taiwan’s Postal Service. Either Party may update its notice address by sending written notice of such change to the other Party as set forth in this Section.

13.2 Assignment. By operation of law or otherwise, Vendor may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement, without YTH’s prior written consent; provided, however, that Vendor may assign the Agreement, in whole, to any third party in connection with any merger, consolidation, reorganization, liquidation, or sale of all or substantially all of the business or assets of Vendor upon thirty (30) days prior written notice to YTH. Notwithstanding the foregoing, if any such merger, consolidation, reorganization, liquidation, or sale of Vendor’s business or assets involves a competitor of YTH, YTH shall be entitled to terminate the Agreement with no further liability to Vendor. Any purported assignment or transfer of the Agreement in violation of this Section 13.2 will be null and void. YTH and their successors in interest, may assign, delegate, sublicense, convey or otherwise transfer (including by merger or operation of law) this Agreement, or the rights or obligations hereunder, in whole or in part, to any affiliate(s) (or any successors in interest) of YTH without prior written consent or notice to the other Party. 

13.3 No Third Party Beneficiaries. Nothing contained in the Agreement is intended to, or will be construed to, confer upon any Personnel, Subcontractor, or other person or entity not a Party hereto any rights or benefits of any kind, and no such Personnel, Subcontractor, person, or entity will be deemed a third-party beneficiary under the Agreement.

13.4 Non-Restrictive Relationship. The relationship of the Parties is not exclusive. Nothing in the Agreement will be construed as preventing YTH from independently developing or providing services which may be the same or similar to the Services.

13.5 Independent Contractors. The Parties are independent contractors. Nothing herein will be construed as creating any agency, partnership, or other form of joint enterprise between the Parties, and neither Party may create any obligations or responsibilities on behalf of the other Party.

13.6 Waiver. No waiver by either Party of a breach of any provision hereof will be taken or held to be a waiver of any other breach of such provision or a waiver of the provision itself.

13.7 Severability. If any provision(s) in the Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality, or unenforceability will not affect the other provisions of the Agreement. Moreover, if any provision(s) in the Agreement is held to be excessively broad as to duration, geographical scope, activity, or subject, it will be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable Law.

13.8 No Gratuity. Vendor represents, warrants, and covenants that no officer, director, or employee of YTH, or any of their immediate family members: (a) has received or will receive anything of value of any kind from Vendor; or (b) has a business relationship of any kind with Vendor.

13.9 Anti Corruption Compliance. Vendor agrees to comply with all applicable anti corruption laws, including but not limited to the FCPA and the UK Anti-Bribery Act, including that Vendor agrees that it will not pay or give, offer or promise to pay or give, or authorize the promise, payment or giving directly or indirectly of any monies or anything of value to anyone, including but not limited to, any person or firm employed by or acting for or on behalf of any governmental customer, any government official or employee, any employee of state-owned or state-sponsored entities, any political party, any employee of any political party, any members or royal or ruling families, or any candidate for political office to corruptly (i) influence any official act or decision; (ii) secure any improper advantage; (iii) obtain or retain business, or to direct business to any person or entity, or (iv) for the purpose of inducing or rewarding any favorable action in any matter related to the subject of this Agreement or the business of YTH. Vendor further agrees that any payments that Vendor makes to third parties in the conduct of YTH’s business shall be supported by written, complete and accurate invoices that shall be maintained by Vendor for the duration of this Agreement and made available to YTH for inspection upon YTH’s request, and Vendor agrees it will promptly report to YTH any potential or actual violations of any anti corruption laws relating to this Agreement or the business of YTH of which it obtains knowledge and cooperate in good faith with YTH in investigating any such violation.

13.10 Export Control Compliance. Vendor will not export, re-export, resell, ship, divert, or cause to be exported, re-exported, resold, shipped, or diverted directly or indirectly any regulated material, including technical data, to any country for which the U.S. Government, any agency thereof, or any other sovereign government, requires an export license or other governmental approval without first obtaining such license or approval. Vendor will provide YTH with all information that may be required to comply with all export laws, including applicable export control classification numbers, and documentation substantiating U.S. and foreign regulatory approvals. Under the U.S. Export Administration Regulations, transfers of certain export-controlled software and technology to foreign nationals are treated as exports to the foreign nationals’ home countries (otherwise known as “deemed exports”) and may require export licenses. Vendor will comply with U.S. export controls regulating deemed exports, will obtain all export licenses that may be required before releasing export-controlled software and technology to its foreign national personnel, and ensure that none of its personnel working under this Agreement are identified on U.S. Government export exclusion lists.

13.11 Equal Employment. Vendor agrees to abide by the applicable laws in connection with equal employment, and shall not discriminate against qualified individuals based on their status as protected veterans or individuals with disabilities, or  all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. 

13.12 Force Majeure. A Party will be excused from a delay in performing, or a failure to perform, its obligations under the Agreement to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such Party, which contingencies include acts of God, war, riot, power failures, fires, and floods (referred to as a “Force Majeure Event”). In such event, the performance times will be extended for a period of time equivalent to the time lost due to the Force Majeure Event. In order to avail itself of the relief provided in this Section 13.12, the affected Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure. For purposes of this Section 13.12, due diligence will, require Vendor to maintain a contingency and disaster recovery plan for the continuation of business so that despite any disruption in Vendor’s ability to fulfill its Services obligations from any particular location or through the efforts of any particular individuals, Vendor will be able to fulfill its Services obligations from an alternative/backup location.

13.13 Governing Law; Jurisdiction; and Venue. The Agreement and any dispute relating thereto will be governed by the laws of Taiwan, without regard to conflict/choice of law principles. Vendor agrees to submit to the exclusive jurisdiction of the Taipei District Court located in Taiwan. Any claim against YTH will be adjudicated on an individual basis and will not be consolidated in any proceeding with any claim or controversy of any other party.

13.14 Entire Agreement and Amendments. The Agreement constitutes the entire agreement between YTH and Vendor and supersedes any and all other agreements and understandings between YTH and Vendor, whether oral or written, with respect to the subject matter hereof. In the event of a conflict between the provisions of the Vendor MTC, and any PO, SOW, SLA, PLSS, or Change Order, the Vendor MTC will control. Notwithstanding the foregoing, a PO, SOW or Change Order may amend Sections 3, 4, or 10.1 of the Vendor MTC only if the amended terms contained in such a PO, SOW or Change Order: (i) apply only to the individual PO, SOW or Change Order and not to any other PO, SOW or Change Order, and (ii) specifically identifies the provision(s) of the Vendor MTC they amend. The terms and conditions on Vendor’s invoice, quotation or other document will not be binding and will not supersede, supplement, or modify the Agreement. YTH may change the Vendor MTC at any time by posting such on the YTH Website or by email, and such revised Vendor MTC will supersede and replace the earlier Vendor MTC. Any provision of Services after such revision will be deemed to be acceptance by Vendor of the revised Vendor MTC.

13.15 Cumulative Remedies. The rights and remedies of YTH under the Agreement are not exclusive and may be exercised alternatively or cumulatively, with any other rights and remedies available under the Agreement or in law.

13.16 Contract Acceptance; Counterparts. This Purchase Order becomes a contract upon the earlier of: (i) when YTH receives Vendor’s acknowledgment via signature, email or other online acceptance; (ii) when Vendor ships any goods, materials or articles described in the Purchase Order in accordance with this Purchase Order; or (iii) when Vendor commences performance of any Services specified in the Purchase Order. Unless otherwise signed by YTH, any terms, conditions or provisions printed or otherwise contained in any proposal, acknowledgment, invoice, referenced online terms, or other document of Vendor are hereby rejected, shall have no force or effect and are void. To the extent that this Purchase Order might be treated as an acceptance of a previous offer made by Vendor, including by the execution of a proposal between YTH and Vendor, such acceptance is expressly made on condition that Vendor agrees to comply with the terms and conditions stated in this Purchase Order. Any PO, SOW, SLA, PLSS, and/or Change Order requiring signatures may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.  The Agreement may be executed electronically. Vendor will not have the right to object to the manner (i.e., online acceptance, electronic signatures, fax, or scanned images of signature pages) in which the Agreement was executed as a defense to the enforcement of the Agreement. 

13.17 Captions and Construction. Captions in the Agreement are for convenience only and will not affect the interpretation or construction of the Agreement. As used in the Agreement, (a) “days” mean calendar days unless otherwise stated, (b) “include” and “including” mean “including, without limitation,” and (c) “will,” “shall,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable.

14. DEFINITIONS

All definitions will apply both to their singular and plural forms, as the context may require. In addition to those definitions set forth elsewhere in the Agreement, the following capitalized terms have the meanings set forth below:

14.1 “Agreement” means collectively: (a) these Vendor MTC; (b) the Vendor Master Data Template; (c) SOW(s), if any; (d) Price Listed Services Schedule(s), if any; (e) Change Order(s), if any; (f) PO(s); and (g) any SLA(s). 

14.2 “Anti-Spam Policy” means YTH’s anti-spam policy terms located at: https://legal.yahootwec.com/en/AntiSpamPolicyTerms.html, which are incorporated herein by this reference and may be updated from time to time.

14.3 “Data Processing Agreement” means those certain data privacy terms located at https://legal.yahootwec.com/en/DataProcessingAgreement.html which are incorporated herein by this reference and may be updated from time to time.

14.4 “Defect” means any failure of the Services, in whole or in part, to comply with the Acceptance Criteria or perform as contemplated by the Agreement.

14.5 “Deliverables” mean all developments, discoveries, inventions, products, product formulae, software, drawings, procedures, processes, Specifications, reports, notes, documents, information, plans, reports, compilations of data, and other materials made, conceived, reduced to practice or developed by Vendor alone or with others, and Improvements to any of the foregoing, which (a) are identified as Deliverables in PO or an SOW, (b) are created using YTH Property, or (c) incorporate YTH Property.

14.6 “Documentation” means any written or electronic support materials/documents relating to the use or operation of the Services that Vendor generally makes available with the Services, including user manuals, software support materials, guides, how-to information, data sheets, promotional materials, and/or any other information regarding how to enable or use the Services.

14.7 “Improvements” means collectively, all enhancements, additions, modifications, extensions, updates, new versions, translations, improvements, and derivative works.

14.8 “Information System” means: (a) any information or communications system, including net-services, computer systems, data networks, software applications, broadband/satellite/wireless communications systems, and voicemail; and (b) the means of access to such systems, including all authentication methods.

14.9 “Intellectual Property” or “Intellectual Property Rights” means all: (a) trade secrets; (b) patents and patent applications; (c) trademarks and trademark applications; (d) service marks and service mark applications; (e) trade names; (f) Internet domain names; (g) copyrights and copyright applications; (h) moral rights; (i) database rights; (j) design rights; (k) rights in know-how; (l) rights in inventions (whether patentable or not); (m) renewals or extensions of subsections 14.9(a) through (l); (n) goodwill associated with subsections 14.10(a) through (h), and (o) all other equivalent rights anywhere in the world.

14.10 “Laws” means all applicable laws, statutes, directives, ordinances, treaties, contracts, or regulations, including but not limited to hazardous materials laws, data protection laws, and privacy regimes. Data protection laws includes the EU Data Protection Directive until it is repealed, and the General Data Protection Regulation (GDPR) from the date when the EU Data Protection Directive is repealed and GDPR applies.

14.11 “YTH Website(s)” means all web pages owned, operated, authorized, or hosted by or for YTH.

14.12 “YTH Data” means all data and information provided by, relating to, of or concerning YTH and/or its Users, that is/was obtained by, disclosed to or otherwise made available to Vendor, including Personal Information, systems procedures, processes, employment practices, sales costs, profits, pricing methods, organization/employee lists, finances, product information, inventions, designs, methodologies, Information Systems, Intellectual Property, all Deliverables and interim work product created by or on behalf of Vendor, all survey responses, feedback and reports, and all data and information of such a nature that a reasonable person would believe to be confidential or proprietary.

14.13 “YTH Entities” means YTH and their officers, directors, consultants, contractors, agents, attorneys, and employees.

14.14 “YTH Property” means, collectively, any and all YTH Confidential Information, YTH Data, YTH Marks, Deliverables, YTH’s Information Systems and all property, equipment, and proprietary information and materials provided by YTH to, or otherwise obtained by, Vendor, or existing at any Site(s), as well as all derivatives of the foregoing.

14.15 “Party” means either YTH or Vendor, as applicable, and “Parties” means YTH and Vendor.

14.16 “Personal Information” or “PII” or “Personally Identifiable Information” means any information about a User that: (a) can be used to identify, contact or locate a specific individual; (b) can be used in conjunction with other personal or identifying information to identify or locate a specific individual, including, for example, a persistent identifier, such as a customer number held in a “cookie” or processor serial number; or (c) is defined as “personal information” or sensitive or otherwise restricted information by applicable Laws, data privacy regulations or schemes, relating to the collection, use, storage and/or disclosure of information about an identifiable individual.

14.17 “Personnel” means all workers employed, contracted, or used by Vendor in connection with the Agreement, including employees, agents, independent contractors, temporary personnel, day laborers, and other individuals/entities.

14.18 “Price Listed” or “Price Listed Services” means Services offered at a fixed price inclusive of all costs and fees.

14.19“Price Listed Services Schedule” or “PLSS” means a mutually agreed upon and executed document that identifies Price Listed Services, the agreed upon prices for Price Listed Services.

14.20 “Project Manager” means the YTH employee or consultant who is the primary contact person for the applicable PO or SOW (as identified therein).

14.21 “Purchase Order” or “PO” means a document issued by YTH authorizing the purchase of Services.

14.22 “Service Level Agreement(s)” or “SLA(s)” means the performance metrics including technical requirements, measurement periods, SLA Credits, and such other performance criteria that govern the Services.

14.23 “Services” means the services and Deliverables, if any, to be provided by Vendor as described in the Agreement. Notwithstanding any independent reference to Deliverables herein, Deliverables are included within the meaning of Services.

14.24 “Site” means the buildings and related premises owned, operated, used, or leased by any YTH Company, including those designated in the applicable PO or SOW as a location at which Services will be performed.

14.25 “Site Access Policies” mean the policies that Vendor must follow when on a Site, including security, facility, equipment, conduct, and safety policies, as updated from time to time.

14.26 “Specifications” means any criteria, including plans, drawings, data, or performance requirements, that must be satisfied for acceptance of Services under an applicable PO or SOW.

14.27 “Start Date” means the date of execution or acceptance.

14.28 “Statement(s) of Work” or “SOW(s)” means a fully executed document referencing these Vendor Master Terms and Conditions and outlining the nature and scope of Services, which may include: the project plan, Specifications, delivery dates, performance milestones, Deliverables, fees, payment schedule, Project Managers, Vendor Property Disclosure, if applicable, and such other pertinent information to the Services and/or the Agreement.

14.29 “Subcontractor” means a third party to which Vendor delegates any portion of its obligations, subject to Section 2.5 (b), above.

14.30 “Travel Policy” means YTH’s travel policy terms, which will be made available or provided to Vendor and are incorporated herein by this reference.

14.31 “User” means any actual or prospective user (including advertisers and content providers) of YTH’s products and/or services, and any officer, director, employee, agent, contractor, and representative of YTH.

14.32 “Vendor” means the vendor executing the VMDT, Order, Change Order, PO, SOW, SLA, or PLSS.

14.33 “Vendor Code” means that certain set of terms applicable to Vendor, and made available at https://legal.yahootwec.com/en/YTHPartnerSupplierCodeofConduct.html.

14.34 “Vendor Master Data Template” or “VMDT” means the Vendor signed document that identifies the Vendor’s information, including: address, telephone, facsimile and such other information as set forth therein.

14.35 “Vendor Property Disclosure” means the Vendor signed document that identifies any Vendor Property that will be used to provide the Services.

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These Vendor Master Terms and Conditions were last updated on June 1, 2025.