MASTER ADVERTISING TERMS

By agreeing to these Master Advertising Terms (“Terms”), you, the client or on behalf of the client (“Client”), represent and warrant that you have full legal power and authority to enter into these Terms, to perform the obligations hereunder, and authorize and agree to pay the fee payments as set forth in each Purchase Order, as defined below. Any capitalized terms used but not defined in these Terms shall have the respective meanings ascribed to them in the Purchase Order.

I. Ad Programs

These Terms apply to the advertising programs (“Ad Programs”) that Client purchases from Yelp Inc. (“Yelp”) from time to time in connection with Yelp’s websites, mobile applications, other third-party properties, or as otherwise agreed to by the parties (collectively the “Site”).

Ad Programs purchased will be set forth in an online order form, in a purchase order (written or digital), or other expression of agreement (e.g., checking a box, email authorization) that identifies the Ad Programs purchased, start and end date, applicable fees, advertising budget and a commitment period, if applicable (“Commitment Period”), and other applicable terms (collectively the “Purchase Order”). Each agreed upon Purchase Order is governed by and incorporated into these Terms (collectively the “Advertising Agreement”). Yelp, at its sole discretion, may at any time replace features associated with any Ad Program with features of substantially similar value. The Ad Programs are provided to Client in San Francisco, California.

For Ad Programs purchased on a cost-per-click basis, a “click” is each instance, at Yelp’s sole discretion, that a user acts on, or in connection with, an “ad impression”, such as by clicking or tapping on it, requesting information, quotes, services, reservations or appointments, or took any other action that delivers a connection to Client. An “ad impression” is any advertisement of content promoting Client’s business on the Site, or mechanism for users to contact or otherwise interact with Client’s business, as determined by Yelp, at its sole discretion. Ad impressions are dynamically paced based on performance metrics and other factors, and their delivery is intended, but not guaranteed (unless otherwise indicated in a Purchase Order), to fulfill Client’s maximum specified budget. For ad impressions on Yelp-branded properties, the price-per-click is determined by automated auction mechanics among eligible advertisers based on predicted click-through rates, price, relevance, competition, and other factors, as determined and administered by Yelp, and only up to the maximum bid price if one is indicated on the Purchase Order, with the intention of fulfilling the maximum monthly budget set forth in the Purchase Order. For ad impressions displayed on non-Yelp-branded properties, the price-per-click is determined based on a number of factors intended to enhance the quality and number of clicks that Client receives from such properties. For Ad Programs purchased on a cost-per-ad impression basis, Client is charged for each unit of 1,000 ad impressions up to a maximum specified budget. For Ad Programs purchased on a cost-per-lead basis, a “lead” is each instance in which Yelp, at its sole discretion, records that a user acted on, or in connection with, a mechanism to contact or otherwise interact with Client’s business, or an instance in which Client (as applicable to certain Ad Programs) responded to such a user action Ad Programs, whether purchased individually or bundled include the following:

Attribution Program: This program provides Client the ability to utilize its customer information in order to assess the effectiveness of its Ad Programs through attribution. When enrolled in this Ad Program, Client is subject to the Yelp Attribution Terms.

Branded Profiles: This program provides Client access to additional features on the Site, in connection with its activated business profile page(s), such as listing updates, call to action, slideshow, and account support.

Business Highlights: This program enables Client to choose from a list of attributes about its business that will be promoted on the Site, in connection with Client’s activated profile page(s).

Call Tracking: This feature replaces Client’s phone number displayed on the Site with a temporary local or toll-free tracking phone number. If available, Client is able to track how many calls originate from the Site, and Client may turn off such call tracking at any time in its business account. Tracking numbers provided by Yelp are the property of Yelp or its service providers and cannot be retained by Client. Local numbers are based on availability and Yelp reserves the right to substitute toll free tracking numbers. When call tracking is made available, Client shall take commercially reasonable measures to limit access to the recorded call files to employees who have a need to access the files, to use such recordings for internal purposes only, and to not obtain or attempt to obtain any personally identifiable information from the caller without consent of the caller.

Directed Calls: This feature allows Client to direct any mobile calls made from Client’s Yelp business page on the Yelp mobile application to two separate phone numbers provided by Client for the purposes of a specified call to action relevant to the Client’s business (as determined by Yelp) and general questions.

Enhanced Profiles: This program provides Client access to additional features on the Site in connection with its activated business profile page(s), such as listing updates, call to action, slideshow, competitor ad removal, and account support.

Logo: This feature allows Yelp to promote Client’s logo on its business page(s) and other potentially relevant areas on the Site.

Lookalike Audiences: This feature provides Client the ability to target Yelp lookalike audiences who share common interests and characteristics as Yelp Audiences.

Nearby Jobs: This program enables Client to see a dynamic feed of job quote requests on the Site, from Yelp users based on Client’s location, category and other factors.

Official Partner Integration: This feature allows Client to submit suggested edits to listing information on its business page(s) on the Site using tools made available by a third-party enrolled in Yelp’s Official Partner program, as specified in Client’s Purchase Order. This feature is only available while: (a) Client has an active Branded Profile or Enhanced Profile program, and (b) the Yelp Official Partner remains enrolled in Yelp’s Official Partner program. By allowing Yelp’s partner to update your business listing data on Yelp, you acknowledge that you remain responsible for such data and that Yelp is not responsible for the accuracy or integrity of your data.

Portfolio: This program provides Client the ability to publish information to the Site, such as photos and descriptions about work or services that Client has performed for its customers. When enrolled, portfolio projects must be accurate representations of work that Client has performed for its customers.

Spotlight Ads: This program provides Client the ability to promote itself with prominently placed ad impressions on the Yelp homepage and/or business page photo grid. Spotlight Ads' promotional content will also appear on the Site.

Third Party Attribution Service: This feature allows Client to access the attribution services provided by the Yelp Attribution Partner specified in the Purchase Order. Yelp Attribution Partners use online-to-offline attribution measurement technology to assist in measuring the effectiveness of Client’s Ad Programs. Client may be required to provide certain transactional or store-visit data to its Yelp Attribution Partner under separate agreement between Client and such Yelp Attribution Partner (“Client Data”). The Yelp Attribution Partner may map Client Data to ad-related data provided by Yelp and issue a de-identified report to both Client and Yelp which may be used by each to determine and improve the effectiveness of Client’s Ad Programs and their respective business operations. The Third Party Attribution feature is only available so long as: (i) a valid agreement remains in effect between the applicable Yelp Attribution Partner and each of Client and Yelp, respectively, and (ii) Client meets the study eligibility threshold required to perform such attribution services.

Upgrade Package: This bundled program comes with multiple features, which may include Business Highlights, Call to Action, Competitor Ad Removal, Logo, Portfolio, Slideshow and Yelp Connect.

Verified License: This program allows Yelp to reference and promote an eligible Client’s trade license on the Site, provided the license meets Yelp’s eligibility and verification requirements. When enrolled, Client is responsible for notifying Yelp immediately of any changes in the status of its trade license (such as renewal, revocation, and cancellation) and that anyone providing services to consumers on behalf of Client has and will continue to have the required trade license(s) to provide such services.

Yelp Ad Network: This feature provides Client the ability to obtain additional exposure by delivering Yelp Ads through syndication on third-party properties. 

Yelp Ads: This program provides Client the ability to advertise on the Site on a cost-per-click basis for ad impressions promoting Client’s business up to a maximum specified budget.

Yelp Audiences: This program provides Client the ability to advertise and promote Client’s business on non-Yelp branded properties on a cost-per-click basis or a cost-per-ad impression basis up to a maximum specified budget.

Yelp Connect: This program allows Client to publish promotional content to the Site (including on Client’s business page(s)). Such promotional content may also be included in marketing communications to Yelp users and Yelp may also incorporate Client’s Yelp Connect posts into ad impressions if Client has an active Yelp Ads program.

Yelp Guaranteed: This program provides Client with a project satisfaction guarantee up to a lifetime maximum of $2,500 for a consumer who hires Client as a Yelp Guaranteed business through Request a Quote, Request a Consultation, or Request a Virtual Consultation. When enrolled in this Ad Program, Client agrees and acknowledges that this program will be subject to the Yelp Guaranteed Consumer Terms.

Yelp Store Visits: This program provides Client the ability to estimate how Yelp Ads drive physical store foot traffic. Yelp Store Visits uses aggregated location, user activity, and other data, which is then extrapolated to represent the broader audience exposed to your Yelp Ads and then estimates the total user visits attributable to your campaign.

II. Fees and Payment

Client will pay Yelp the fees specified in each Purchase Order. The fees are fixed for the duration of any Commitment Period specified in each Purchase Order, if applicable. If Client is not subject to a Commitment Period as specified in a Purchase Order, Yelp may modify the fees upon fifteen (15) days’ prior notice via the email address provided by Client to Yelp. All fees are net of any excise, sales, use, value added or other taxes, assessments, tariffs, fines, penalties or duties on the purchase of Ad Programs (collectively, “Taxes”). Client is responsible for paying all applicable Taxes, unless Client provides Yelp with a valid tax exemption certificate authorized by the appropriate taxing authority. Client will indemnify, defend, and hold Yelp harmless from and against any claim arising out of Client’s failure to pay Taxes.

Unless otherwise notified in writing by Yelp, for Texas Client residents purchasing certain Ad Programs, Yelp will remit Texas state and local taxes (maximum 8.25% of applicable total fees) on Client's behalf in the following amounts: (a) Ad Programs with Slideshow or Video hosting: $1.98 tax/month on a purchase value of $30/month; (b) Yelp Portfolio: $3.96 tax/month on a purchase value of $60/month; and (c) Yelp Connect: the sales tax for Yelp Connect varies depending on whether the product is purchased as a standalone product or as a part of the Upgrade Package. For more information on the Texas sales tax, please visit the Support Center.

Payments are due as set forth in the applicable Purchase Order. Notwithstanding anything to the contrary, our measurements are the definitive measurement and will be used to calculate charges for all Ad Programs. Yelp reserves the right in the case of any delinquency of Client’s payments or any impairment of Client’s creditworthiness, to change the requirements as to terms of payment under this Advertising Agreement. Notwithstanding anything to the contrary, failure to pay for any amounts due hereunder after receiving a late payment notice from Yelp may result in Yelp, in its sole discretion, and without limiting its other rights and remedies, suspending the applicable Ad Programs purchased or terminating the Advertising Agreement. If Client’s payment method fails or Client’s account is past due, Yelp may collect past due amounts using other collection mechanisms, and Client agrees to pay all expenses associated with such collection, including reasonable attorneys’ fees. Undisputed past due amounts will accrue interest at 1% per month or the lawful maximum, whichever is less.

CLIENT AUTHORIZES YELP TO USE ANY PAYMENT INSTRUMENT AND RELATED PAYMENT INFORMATION PROVIDED BY CLIENT OR CLIENT’S PAYMENT INSTRUMENT PROVIDER TO PAY ALL FEES DUE HEREUNDER, INCLUDING BY AUTOMATICALLY CHARGING CLIENT ON A RECURRING BASIS. CLIENT REPRESENTS THAT CLIENT IS AUTHORIZED TO INCUR CHARGES AGAINST SUCH PAYMENT INSTRUMENTS, INCLUDING PLACING A TEMPORARY AUTHORIZATION TO VERIFY PAYMENT INFORMATION. CLIENT MAY NOT CHANGE ITS FORM OF PAYMENT UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR AS OTHERWISE AGREED TO BY THE PARTIES IN WRITING.

III. Representations and Warranties

Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Terms; and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.

Client represents and warrants to Yelp that: (a) any information, materials, or content that Client provides in connection with the Ad Programs (collectively the “Advertising Materials”) will be true, complete and correct, (b) Client has all necessary rights and permissions to allow Yelp to use and display the Advertising Materials, (c) the Advertising Materials do not contain any content that violates Yelp’s Content Guidelines (available on the Site) (the “Content Guidelines”) or that is otherwise unlawful, defamatory or obscene, or infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights), or may encourage a criminal offense or otherwise give rise to civil liability, and (d) Client will comply with all applicable laws and regulations in connection with its use of the Site, including, but not limited to, laws and regulations relating to privacy, sweepstakes, coupons and promotions. Client agrees and acknowledges that, if Advertising Materials are not received by the beginning of the Commitment Period, Yelp is not required to guarantee full delivery of the Purchase Order and Client may be subject to additional fees. Client agrees and acknowledges that Client is responsible for the final review of any Advertising Materials, even if Yelp provided assistance in its development or implementation. In the event Client requests Yelp’s assistance in connection with an Ad Program, Client consents to the actions that Yelp performs on its behalf and retains sole responsibility for such assisted use (e.g., pixel placement, uploading or posting Advertising Materials from third-party sites or social media channels). Notwithstanding anything to the contrary, Yelp reserves the right, at its sole discretion, to remove or edit any Advertising Materials, business page attributes and any and all information in connection with the Ad Programs or the Site that Yelp reasonably believes may be inaccurate, deceptive, violates applicable laws, or otherwise does not comply with Content Guidelines or specifications.

Client further represents and warrants to Yelp that Client will not, and will not authorize or induce any other party, to: (a) generate automated, fraudulent or otherwise invalid ad impressions, inquiries, conversions, clicks or other actions, (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Yelp content and reviews from Yelp, except as expressly permitted by Yelp, or (c) use any Yelp copyrights, trademarks, trade secrets or other intellectual property rights (“Intellectual Property”) in any manner without Yelp’s prior written consent. Nothing contained in these Terms shall be construed as granting Client or any third party any right, title, or interest in or to any Yelp Intellectual Property. All rights not expressly granted to Client hereunder are reserved by Yelp.

IV. Use of Yelp and Beta Products

Client understands and acknowledges that Yelp allows consumers to post content about Client’s business, including photos, ratings, and reviews. Client understands and acknowledges that Yelp employs automated software in an effort to showcase the most reliable and useful reviews while displaying other reviews less prominently (“Recommendation Software”). Client understands and acknowledges that while Yelp uses its Recommendation Software to identify potentially less helpful reviews, the Recommendation Software may sometimes suppress legitimate reviews or fail to detect illegitimate reviews. Client understands and acknowledges that any purchase of the Ad Programs from Yelp will not influence the Recommendation Software or otherwise allow or enable Client, directly or indirectly, to alter reviews or impact whether, where, or how reviews appear on Yelp.

In a continuing effort to improve the Site and our Ad Programs, Yelp may from time to time change the functionality of our Ad Programs, including, but not limited to, available features, sizing, placement and positioning. Descriptions and depictions of Ad Programs on the Site or elsewhere outside of these Terms are provided for informational purposes only and should not be relied upon., Client authorizes Yelp to periodically conduct tests on the Site that may affect Client’s Ad Programs, including changes to ad formatting, quality, ranking, performance, pricing, and auction adjustments. The scheduling and delivery of Ad Programs is subject to availability and may not be continuous.

From time to time, Yelp may test pilot Ad Programs made available to Client (“Beta Products”). Yelp may change, discontinue or terminate use of Beta Products (or any related features) at any time at Yelp’s sole discretion with or without notice. During such use, Client may choose to provide feedback, suggestions, comments, ideas, or report issues and/or problems related to the use of the Beta Products (collectively, "Feedback"). Any Feedback shall be deemed to be non-confidential and Yelp shall be free to use such information without compensation.

V. Term, Termination and Program Changes

These Terms become effective between the parties as of the date an Ad Program is purchased through the Site, Client executes a Purchase Order by signature (written or digital), or other expression of agreement (e.g., checking a box, email authorization) (the “Effective Date”). Each Purchase Order will be deemed effective as of the Effective Date and will remain in effect until terminated in accordance with this Section V or the terms of a Purchase Order if the Purchase Order specifies an end date. If a Purchase Order specifies that it will automatically renew, the Purchase Order will renew on a month-to-month basis after the end of the Term (as defined therein) until notice of termination is provided by Client in accordance with the subsections below.

Termination Process: If Client purchased Ad Programs via a self-service tool through the Site, Client may terminate the Ad Programs at any time by selecting “End Campaign” or other similar feature via the Yelp business account. If Client purchased Ad Programs via a Purchase Order (written or digital), Client may terminate subject to the termination process as set forth in the applicable Purchase Order via written notice to Yelp’s Customer Success team via email to customersuccess@yelp.com. Terminations are effective as soon as possible upon Yelp’s receipt of such notice of termination.. For Purchase Orders that do not include a termination process, Client may terminate on any day of the month by providing thirty (30) days’ written notice to Yelp’s Customer Success team via email to customersuccess@yelp.com and such terminations are effective at the end of the thirty (30) day notice period. For fees paid in arrears, Yelp will bill Client for fees incurred during the time period between Client’s last billing cycle through the effective date of termination and will reimburse Client for any fees that were prepaid for Ad Programs to be rendered after the effective date of such termination. If Client purchased Ad Programs with a Commitment Period (as indicated in a Purchase Order) and an Early Termination Fee applies, Client will pay the Early Termination Fee as set forth in the Purchase Order.

EARLY TERMINATION FEE OR ADDITIONAL PROGRAM FEES: IF INDICATED ON A PURCHASE ORDER, CLIENT MAY BE SUBJECT TO AN EARLY TERMINATION FEE OR CERTAIN NONREFUNDABLE PROGRAM FEES. IN THE EVENT THAT CLIENT TERMINATES SUCH PURCHASE ORDER BEFORE THE END OF A COMMITMENT PERIOD OR OTHERWISE DELAYS THE CAMPAIGN, CLIENT MUST PAY SUCH FEE WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF TERMINATION. THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH FEE IS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES THAT WOULD FLOW FROM AN EARLY TERMINATION OR DELAY BY CLIENT BASED ON THE DISCOUNTED PRICING OFFERED BY YELP IN EXCHANGE FOR THE COMMITMENT PERIOD, AS WELL AS THE UP-FRONT SALES, SETUP, AND OPPORTUNITY COSTS THAT YELP BEARS IN CONNECTION WITH CLIENT’S PURCHASE ORDERS AND OTHER DAMAGES.

Notwithstanding anything to the contrary, Yelp may discontinue access to an Ad Program or a portion of an Ad Program, terminate any Purchase Order or the Advertising Agreement (which also terminates any and all underlying Purchase Orders) at any time for any or no reason without liability, effective immediately, by providing written notice to Client, including via the email address provided by Client to Yelp. In the event of such termination, Client will pay all unpaid fees incurred through the date of termination within thirty (30) days of receipt of such notice of termination, and Yelp will reimburse any fees that were prepaid for Ad Programs to be rendered after the date of such termination.

Program Changes: If Client wants to make changes to an Ad Program purchased via its business account on Yelp, Client may log in and select “Edit Program” or other similar then-current option. If Client purchased a program via a Purchase Order (written or digital), Client may request a change to its Ad Program via email to customersuccess@yelp.com (“Program Change”), subject to any restrictions in the applicable Purchase Order. To process the Program Change request, Client must sign and return all Program Change documents provided to Client by Yelp in response to Client’s request. Once Yelp has received all necessary Program Change documents, the Program Change will take effect on the first day of the next billing cycle.

VI. YELP’S DISCLAIMER OF WARRANTIES

CLIENT ACKNOWLEDGES AND AGREES THAT AD PROGRAMS ARE PROVIDED TO CLIENT ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YELP MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE AD PROGRAMS AND EXPRESSLY DISCLAIMS THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, YELP SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING: (I) THE PERFORMANCE, QUALITY AND RESULTS OF THE AD PROGRAMS, INCLUDING AD CLICK RATES, CONVERSIONS, PACING AND ANY USER-GENERATED CONTENT THAT APPEARS ON THE SITE OR IN CLIENT’S AD PROGRAMS, (II) THE ACCURACY OF THE NON-PAYMENT-RELATED INFORMATION AND METRICS THAT YELP PROVIDES IN CONNECTION WITH THE SITE OR AD PROGRAMS (E.G., TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT USERS), AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. YELP SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE YELP MAY TRY TO TARGET AD IMPRESSIONS TO PARTICULAR USERS, TYPES OF USERS, USER LOCATIONS, USER QUERIES, OR OTHER USER BEHAVIORS, YELP MAY NOT BE ABLE TO ACHIEVE A CLIENT’S SPECIFIC EXPECTATION OF ACCURATE AD TARGETING.

VII. LIMITATIONS OF LIABILITY

(a) THIRD PARTY ACTIVITY. YELP HAS SYSTEMS THAT ATTEMPT TO DETECT AND FILTER CERTAIN CLICK ACTIVITY. NONETHELESS, THIRD PARTIES MAY INADVERTENTLY OR FOR FRAUDULENT OR IMPROPER PURPOSES GENERATE AD IMPRESSIONS, CALLS OR CLICKS (“THIRD-PARTY ACTIVITY”), WHICH MAY IMPACT THE FEES CLIENT PAYS YELP AND THE PERCEIVED EFFECTIVENESS OF AD PROGRAMS. CLIENT ACCEPTS THE RISK OF THIRD-PARTY ACTIVITY WITHOUT LIABILITY TO YELP. AS SUCH, THE PARTIES AGREE THAT YELP HAS NO LIABILITY FOR CLAIMS ARISING FROM OR IN CONNECTION WITH THIRD-PARTY ACTIVITY EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, IN WHICH CASE YELP’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES ON THE SITE EQUAL TO THE APPROXIMATE VALUE OF SUCH THIRD-PARTY ACTIVITY.

(b) YELP ACTIVITY. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN THE EVENT YELP ITSELF INADVERTENTLY GENERATES AD IMPRESSIONS OR CLICKS, YELP’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IS A REFUND IN THE FORM OF REPLACEMENT ADVERTISING SERVICES EQUAL TO THE NUMBER OF SUCH INVALID AD IMPRESSIONS OR CLICKS.

(c) UNDER-DELIVERY OF AD IMPRESSIONS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, YELP’S MAXIMUM LIABILITY AND CLIENT’S EXCLUSIVE REMEDY IN THE EVENT OF ANY UNDER-DELIVERY OF AD IMPRESSIONS IN ANY GIVEN MONTH IS, AT YELP’S SOLE DISCRETION, TO EITHER: (I) DELIVER THE SHORTFALL OF AD IMPRESSIONS IN SUBSEQUENT MONTHS, OR (II) PROVIDE A REFUND OF THE UNDER-DELIVERED AMOUNT.

(d) OTHER CLAIMS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, FOR ALL OTHER CLAIMS OR DAMAGES ARISING FROM, RELATED TO, OR IN CONNECTION WITH THIS ADVERTISING AGREEMENT, A PURCHASE ORDER, THE AD PROGRAMS, THE SITE, OR THESE TERMS THAT ARE NOT EXPRESSLY ADDRESSED IN SECTION VII (a), (b) or (c) ABOVE, YELP’S (INCLUDING ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES) MAXIMUM AGGREGATE LIABILITY AND CLIENT’S EXCLUSIVE AGGREGATE REMEDY IS THE GREATER OF THE TOTAL FEES PAYABLE TO YELP HEREUNDER DURING THE SPECIFIED PURCHASE ORDER TERM GIVING RISE TO THE CLAIM OR THE AMOUNTS PAID TO YELP UNDER THIS ADVERTISING AGREEMENT IN THE PRIOR TWELVE (12) MONTH PERIOD FROM THE DATE THAT THE LIABILITY FIRST AROSE.

(e) NO INDIRECT DAMAGES. OTHER THAN AN EARLY TERMINATION FEE INDICATED IN A PURCHASE ORDER, NEITHER PARTY NOR ITS AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING FROM, RELATED TO, OR IN CONNECTION WITH THIS ADVERTISING AGREEMENT, A PURCHASE ORDER, THE AD PROGRAMS, THE SITE, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION VII SHALL APPLY REGARDLESS OF WHETHER THE LIABILITY ARISES OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY.

VIII. Indemnification

Client will indemnify, defend, and hold Yelp and its officers, directors, agents, affiliates, and employees harmless from and against any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with: (i) the Advertising Materials or any instructions or directions provided by Client to Yelp in connection with the Ad Programs, and (ii) Client’s breach of this Advertising Agreement. Yelp will notify Client promptly of any Third Party Claim for which it seeks indemnification and will permit Client to control the defense of such Third Party Claim with counsel chosen by Client; provided, that Client will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of Yelp without Yelp’s prior written consent.

IX. Choice of Law and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

(a) Any controversy or claim arising out of or relating to this Advertising Agreement, or the breach thereof ("Claim"), shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator will issue a ruling in writing and will detail all findings of fact and law upon which the ruling was made. The arbitrator will not have the power to commit errors of law or legal reasoning, and the ruling may be vacated or corrected through judicial review by a court of competent jurisdiction under the California Arbitration Act. Claims shall be heard by a single arbitrator. Arbitrations will be held in San Francisco, California, but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the laws of the State of California. The award of the arbitrators shall be accompanied by a reasoned opinion. The prevailing party shall be entitled to an award of reasonable attorney fees for any action under these Terms.

(b) NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, CLIENT AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA, WHICH IS HEREBY DEEMED THE PLACE OF PERFORMANCE OF THIS ADVERTISING AGREEMENT.

(c) CLIENT AND YELP AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH CLIENT AND YELP AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THAT THIS SUBSECTION (c), AND THIS SUBSECTION (c) IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

X. Miscellaneous

(a) Any of Client’s terms or conditions that are in addition to or different from those contained in or added by way of interlineation to the Advertising Agreement, including any purchase order or insertion order, that are not separately expressly agreed to in writing by both parties are deemed material and are hereby objected to and deemed void. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions that conflict with, vary, or add to this Advertising Agreement will be binding on Yelp, and any conflicting or additional terms contained in any other documents or oral discussions are void. The Advertising Agreement, together with Yelp’s Terms of Service (available on the Site) (the “Terms of Service”) embodies the entire and exclusive agreement between the parties respecting the subject matter herein, and supersedes any and all prior related oral, emailed or written representations and agreements between the parties. To the extent that Terms of Service conflict with or materially deviate from this Advertising Agreement, the terms of this Advertising Agreement shall govern and prevail. No statements or promises by either party have been relied upon in entering into the Advertising Agreement, except as expressly set forth herein. Each party shall not disclose the terms or conditions of the Advertising Agreement to any third-party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation.

(b) Anyone agreeing to the Advertising Agreement on behalf of Client represents and warrants that it has full legal power, permission and authority to enter into the Advertising Agreement, perform its obligations hereunder, and authorize the fee payments set forth in the Purchase Order(s).

(c) Notices under the Advertising Agreement must be in writing and sent via the following methods: Yelp may provide effective notice to Client by registered or certified mail, commercial courier or by sending an email to the email address specified in the Client information section of the Purchase Order, and the notice will be deemed received upon receipt by Client, but in any event no later than two (2) days after dispatch by Yelp. Any notices sent by Client to Yelp must be sent via registered or certified mail, or commercial courier to its General Counsel at Yelp Inc., 350 Mission Street, 10th Floor, San Francisco, California, 94105 and will be deemed received when such notice is received by Yelp, though notices of termination must be sent in accordance with Section V above.

(d) Client will not issue any press release or make public statements about its relationship with Yelp or its affiliates without Yelp’s prior written consent. Client grants Yelp permission to: (a) list Client and display its logos and Advertising Materials in Yelp’s advertising, publicity and marketing materials, and (b) make general reference to the results of the Ad Programs purchased by Client.

(e) Any conflict among the Terms and Purchase Orders will be resolved in favor of the Purchase Order(s) (most recent first, if applicable), then the Terms. These Terms may be amended or modified by Yelp (“Modifications”) and, with the exception of minor changes to the Terms which take effect immediately upon posting by Yelp, such Modifications will go into effect on the fifteenth (15th) day after Yelp sends notice of such Modifications to the email address associated with Client’s account, unless Client objects to the Modifications within the fifteen (15) day notice period, in which case such changes will not go into effect on such date, and Yelp will have the option of terminating the Purchase Order and/or Advertising Agreement, and in such case, any applicable Early Termination Fees will not apply. A Purchase Order may only be amended or modified as agreed upon in writing by the parties, except as otherwise provided herein. No provision in the Advertising Agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. Client may not assign any rights or obligations under the Advertising Agreement without Yelp’s prior consent, and any purported assignment by Client shall be void. If any provision of the Advertising Agreement is held to be invalid or unenforceable, the parties will either substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision or strike such provision without further prejudice to the Advertising Agreement such that all remaining provisions of the Advertising Agreement shall remain in full force and effect. Sections VI - X of these Terms will survive any termination of the Advertising Agreement.

(f) Client agrees that any calls with Yelp, whether or not initiated by Yelp, may be monitored and recorded for quality and training purposes.

(g) Client agrees and acknowledges that Yelp Guaranteed is subject to the Yelp Guaranteed Consumer Terms. Yelp is not responsible for and will not cover any loss or damage for which consumers are eligible for or otherwise expect to receive payment from another source, such as Client, an insurer, bank, card payment processor, or another third party (e.g., landlord or roommate). All decisions related to consumer and Client eligibility and the ability to collect payments related to the Yelp Guaranteed program are made at Yelp’s sole discretion.

(h) In accordance with data protection laws including, but not limited to the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”) and all regulations and opinions issued related thereto, Client agrees that it will not: (i) share any customer information, including any “personal information” (as defined under the CCPA) with Yelp for any purpose or (ii) place, or cause to be placed, any tags or other tracking pixels capable of collecting the personal information of Yelp users on any Advertising Materials or the Site. To the extent that Yelp shares any aggregate or deidentified information about Yelp users with Client, Client agrees that: (a) it has implemented technical safeguards that prohibit reidentification of such deidentified information, (b) it has implemented business processes that specifically prohibit the reidentification and inadvertent release of such information, and (c) it will make no attempt to reidentify such information. Yelp reserves the right to conduct an audit and/or request any reasonable documentation to confirm compliance with this provision.

(i) Client may be eligible to receive special Ad Program packages due to an agreement between Yelp and a Primary Company. For purposes of this Advertising Agreement, the term “Primary Company” is used for convenience and may include any franchisor, dealer, affiliate, parent company, agent or other party purchasing Ad Programs on behalf of Client, as applicable. Notwithstanding anything to the contrary, Client's Purchase Order may run concurrently with Primary Company's purchase of a Yelp Ad Program on Client's behalf (or any modifications thereto) and Yelp may modify Client's Ad Programs and/or Client's fees payable hereunder in connection therewith. For the avoidance of doubt, Yelp will not adjust the fees payable in the applicable Client Purchase Order pursuant to the foregoing sentence in excess of such amount listed therein without prior notice or as otherwise agreed to by the parties in writing. If Primary Company cancels or suspends its agreement with Yelp, Yelp may adjust the fees in the applicable Client Purchase Order to the then current pricing for the relevant Ad Programs and/or modify Client's Ad Programs to reflect such programs/pricing Client received prior to Primary Company's purchase of a Yelp Ad Program on Client's behalf. Client agrees that if Primary Company has purchased a Yelp Ad Program for Client’s business that Primary Company may access and provide content for Client’s business listings. At Yelp’s sole discretion, in the event that Yelp receives conflicting direction or content with respect to Client’s listing, including applicable Ad Program purchases or changes, the Primary Company’s direction and content shall control. For the purpose of clarity, this access does not grant either party any control over the reviews displayed on Client’s listing or the application of Terms of Service and Content Guidelines. Primary Company contact information is available from Yelp upon request. Invoices for payment shall be sent to and paid by Primary Company unless otherwise stated in the applicable Purchase Order. If timely payment is not received from Primary Company, Yelp will invoice Client and Client will be liable for payment upon receipt.

Last updated on July 11, 2024.

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