Yodle Master Subscription Agreement
Revised January 5, 2016
The following terms and conditions, any additional Services Addenda specific to the Services (as defined below)
purchased as part of your subscription, the Order Confirmation, and any Change Order are collectively referred to as
the "Agreement." The Yodle Service is provided by Yodle, Inc. ("us", "we" or "Yodle") to you ("you", "your" or
"Customer") under the terms and conditions of this Agreement, which may be updated by Yodle from time to
time. Customer desires to use, and Yodle desires to provide to Customer, the services set forth in the Order
Confirmation or Change Order (each, a "Service" and together, the "Services"). This Agreement becomes effective
on the date the "ACCEPT" button on the Order Confirmation is clicked (the "Effective Date"). You represent that you
(a) are 18 years or older, (b) are authorized to accept the terms of this Agreement on behalf of yourself and/or the
Customer and (c) agree to be bound by the terms in effect as updated by us from time to time. Capitalized terms
used (a) in the Order Confirmation or Change Order but not defined therein have the meaning set forth in these terms
and conditions and (b) in these terms and conditions but not defined in the sentence within which the term is used
have the meanings set forth in the Order Confirmation, the Change Order or Paragraph 12 below. In consideration of
the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Customer and Yodle agree to the following:
1.
The Services.
Subject to the terms of this Agreement, Yodle hereby grants you a limited, non-transferable, non-exclusive,
revocable right and license for the term of this Agreement to obtain access to the Services for your own internal
business purposes. All rights not expressly granted to the Customer are reserved by Yodle and its third party
licensors or suppliers (collectively, the "Licensors").
1.1 Yodle Ads Service. The terms of this paragraph apply only if Customer has subscribed for the Yodle Ads
Service. The Yodle Ads Service is a managed service. Yodle will create Ads based on the Content, and will distribute
the Ads through the Yodle Distribution Network. Yodle determines the Go-Live Date of the Yodle Ads Service. The
Monthly Yodle Ads Advertising Budget will be used as a result of clicks, calls or other placement or advertising
services in connection with distribution of Ads through the Yodle Distribution Network. In any monthly billing cycle,
Yodle may use up to 110% of the Monthly Yodle Ads Advertising Budget. Any balance of the Monthly Yodle Ads
Advertising Budget at the end of a monthly billing cycle, positive or negative, will be rolled over to the next monthly
billing cycle, and any negative balance of the Monthly Yodle Ads Advertising Budget at the end of the last month of
the Yodle Ads Service is due at that time.
1.2
Yodle Marketing Essentials (TM) Service. The terms of this paragraph apply only if Customer has
subscribed for the Yodle Marketing Essentials Service. The Yodle Marketing Essentials Service includes the
application of search engine optimization tactics and the availability of features designed to achieve a higher ranking
for Customer's adverSite in search engine results. Yodle Marketing Essentials Service may also include features that
enable Customer to: (1) solicit and distribute customer reviews, (2) engage in email marketing, (3) create and
syndicate offers, (4) distribute certain Content to select social media sites and (5) upload photos to Customer’s
adverSite and select social media sites. Yodle determines the Go-Live Date of the Yodle Marketing Essentials
Service. Customer acknowledges that search results and search engine rankings are influenced by several factors,
and Yodle does not guarantee any particular placement, position or rank in any search results.
1.3
Lighthouse Service. The terms of this paragraph apply only if Customer has subscribed for the
Lighthouse Service. For Customers that provide services to customers, clients or patients (the “End Consumer”) at
Customer’s physical location, the Lighthouse Service is a business practice automation service that automates
certain daily routines provides retention marketing tools, and may include certain features of Marketing Essentials
Service. For Customers that provide services to End Consumers at the End Consumer’s physical location (i.e., in the
field), the Lighthouse Service is a field service management service that provides tools for job management, including
scheduling, job assignment and invoicing, and may include certain features of Marketing Essentials Service.
1.4
Yodle Web Service. The terms of this paragraph apply only if the Services include an adverSite. We will
place your information on a website owned and operated by us (the "adverSite") so that it appears that the adverSite
is owned and operated by you. The adverSite will be either a template website (the Welcome Email will include the
detailed feature list) or, in limited circumstances, a Mirror Site. Yodle hosts and maintains each adverSite and
registers and administers the adverSite URL. If Customer desires to use a Vanity Domain, Customer agrees to pay
an additional Vanity Domain fee of $199. If Customer has purchased the Marketing Essentials Service or Lighthouse
Service, a fee for the Yodle Web Service is included in the monthly recurring fee for such Service. If Customer
terminates the applicable Service that includes the Yodle Web Service fee and continues to maintain any other
Service, Customer acknowledges that it will be charged, and hereby agrees to pay, the monthly recurring fee for the
Yodle Web Service at the then-prevailing rate.
1.5
Lead Tracking. Yodle will provide the temporary use of telephone number(s) that are used to track
telephone leads generated by the Services. Yodle may block calls that it reasonably believes are not legitimate leads
(i.e. solicitation calls).
1.6
Acceptable Use Policy. By using the Services, you agree to abide by the applicable provisions of the
“Acceptable Use Policy” available at http://www.yodle.com/legal/terms/acceptable-use-policy.
1.7
Changes to the Services. You acknowledge that the Services may change from time to time and that
Yodle relies on various programs, products and services provided by Licensors to provide the Services. Because
these Licensors may modify, suspend or cancel their programs, products and services at any time and for other
reasons, the Services offered by us may be affected, including the termination of specific features. No modification,
suspension or cancellation by any third party that causes us to change or terminate specific features of the Services
shall release you from your obligation to pay for the Services or otherwise affect your obligations under this
Agreement. To the extent Yodle provides you with any Services or features of Services at no charge on a trial basis
or otherwise, Yodle reserves the right to discontinue those Services or features at any time in Yodle’s sole
discretion.
1.8
Third Party Products. Yodle or Third Party Providers may make Third Party Products available to
Customer. Any acquisition by Customer of any such Third Party Products, and any exchange of data between
Customer and any Third Party Product Provider, is subject solely to the terms of the agreement between the
Customer and the applicable Third Party Product Provider and any applicable policies of Third Party Product
Provider. Customer agrees to look solely to the Third Party Provider for any claims related to the Third Party
Products and agrees that Yodle shall have no liability to Customer in any event for any loss, damage, injury, or
expense of any kind or nature related directly or indirectly to any Third Party Product. If Customer installs or enables
Third Party Products for use with the Yodle Services, Customer acknowledges it has granted consent to Yodle to
allow Third Party Product Providers to access Customer data and Content as required for the interoperation of such
Third Party Products with the Yodle Services (e.g., credit card processing), and Customer shall hold Yodle harmless
for any claims resulting from any such access by Third Party Product Providers. In addition, certain Services may
contain features designed to interoperate with Third Party Products (e.g., Practice Management Software,
Quickbooks, Gmail contacts). To access such features, Customer may be required to obtain access to such Third
Party Product Providers. If the Third Party Product Provider ceases to make the Third Party Products available for
interoperation with the corresponding features of the Services on reasonable terms, Yodle may cease providing such
features to Customer without entitling the Customer to any refund, credit, or other compensation.
1.9
Mobile Application. Yodle may make available software that allows access to certain Services through a
mobile device (a “Mobile Application”). To use a Mobile Application, you must have a mobile device that is
compatible with the Mobile Application. You acknowledge that Yodle may from time to time issue upgraded versions
of any Mobile Application, and may automatically electronically upgrade the version of any Mobile
Application. Standard carrier data charges may apply to your use of a Mobile Application.
2.
Payment; Taxes.
2.1 Customer will pay Yodle all amounts due under this Agreement, and Customer hereby irrevocably
authorizes Yodle to charge the credit card or other payment method provided (the “Payment Method”) for any such
amounts when due. If Customer's credit card expires, Customer hereby gives Yodle permission to submit the credit
card charge with a later expiration date. In the event that you prepay for several months, you authorize us to charge
that amount on the Effective Date. The amount set forth on the Order Confirmation as the "Initial Charge" is due on
the Effective Date. Except as expressly set forth herein, amounts due will be automatically charged, in advance, and
are not refundable. For the Lighthouse Service, the monthly fee for consumables (e.g., postcards) will be charged in
arrears based on usage. Monthly recurring fees will not change during a Commitment Period. To the extent Yodle
plans to change monthly recurring fees, effective in a subsequent Commitment Period, Yodle will provide Customer
with at least sixty (60) days’ prior written notice of any change to the monthly recurring fees, and Customer’s
continued usage of the Services after such 60-day notice period will be deemed acceptance by Customer of the
change in fees. If Yodle suspends any Service due to non-payment by Customer, Customer agrees that it owes all
amounts that would be due for the Commitment Period of the suspended Service as if such Service had not been
suspended. If Yodle does not receive timely payment of any amount due under this Agreement, Customer agrees to
pay all amounts due pursuant to this Agreement upon demand and will reimburse Yodle for all charges and fees
Yodle incurs in collecting payment.
2.2 Customer understands and agrees that portions of the charges made under this Agreement may be for
items or services that are subject to sales or other transfer taxes for which Customer shall be liable, and Customer
agrees that Yodle may make allocations of the base purchase prices under this Agreement to the taxable items or
services provided to Customer and charge Customer such taxes in addition to the other base pricing provided for
under this Agreement. Customer agrees to timely pay such tax charges by the same payment due dates as the
charges for the items or services that are subject to tax. In the event Yodle fails to timely charge sales or other
transfer taxes it may, after the fact, charge Customer applicable taxes, and Customer agrees to pay such charges
within 30 days of receipt of invoices therefore.
3.
Call Recording and Monitoring. For quality assurance, Yodle records and/or monitors calls between
Customer and Yodle agents, employees and/or its affiliates regarding the Services (the "Service Calls"). If the
Services include call recording, Yodle will record incoming calls between Customer, or Customer's agents,
employees, and/or its affiliates and people who contact Customer through the tracking telephone number(s) Yodle
provides (the "Inbound Calls" and, collectively with Service Calls, "Call Recording and Monitoring"). By this
Agreement, Customer consents to any and all Call Recording and Monitoring performed by Yodle or its agents,
employees and/or its affiliates. Customer acknowledges that it is responsible for notifying and obtaining consent to
Call Recording and Monitoring from all of its agents (including employees and independent contractors) who may be
recorded or monitored in a Service Call or Inbound Call (the "Recorded Persons"). It is Customer's sole responsibility
to provide and/or obtain, and Customer covenants that it will provide and/or obtain, all notices, consents, and
permissions relating to Recorded Persons as may be required by applicable laws and regulations.
4.
Representations and Warranties. By continuing to use the Services, Customer represents and warrants
throughout the Term and for any period thereafter that Customer continues to use the adverSite that (a) it has the full
right, power and authority to grant the licenses and related rights granted herein and has acquired any and all third
party clearances, permissions and licenses that are necessary in connection with Yodle's exercise of such rights and
licenses, (b) the Content is true and accurate, does not violate any law or regulation and is not misleading,
defamatory, libelous or slanderous, (c) Yodle's use of the Content in connection with providing the Services will not
infringe upon or violate the rights or property interests of any third party and (d) it shall only use the Services and all
features of Services in accordance with the Acceptable Use Policy for such Service, applicable state and federal
laws and regulations, as well as professional rules and regulations applicable to Customer and Customer's
employees, contractors and representatives. You may use the Services to transmit Content or direct us to make
contacts via any channel (in either case "Messages") to, or with, recipients (the "Recipients"). You represent and
warrant that you have the right to use and publish all Content and send all Messages to the Recipients (including
obtaining any required consents from the Recipients) and that you are the transmitter of all Content and Messages
and we are merely acting at your direction as a passive technology conduit for the transmission of the Content and
the Messages. Customer will notify Yodle in writing promptly if any of the foregoing representations and warranties
becomes untrue.
5.
Business Associate Agreement. If Customer is a Covered Entity as defined in the Health Insurance
Portability and Accountability Act of 1996 ("HIPAA") and if Yodle is a Business Associate of Covered Entity under the
HIPAA Privacy Regulations, the HIPAA Security Regulations and the HITECH Standards, then by using the Services,
you agree to the terms of the Business Associate Agreement available at http://www.yodle.com/legal/terms/businessassociate-agreement, which are hereby incorporated by reference herein.
6.
Licenses and Ownership. Customer hereby grants Yodle and its designees a non-exclusive, irrevocable
(during the Term), worldwide, transferable, sublicensable right and license, in connection with the Services, to (a)
use, reproduce, mirror, distribute, modify, perform and display the Ads and Customer Content (or any portions
thereof), (b) use Customer's name and logo, (c) distribute the Ads and Customer Content to the Yodle Distribution
Network, (d) list, represent, register or establish accounts or keywords and (e) manage directory (including Google+
Local) listings. As between Yodle and Customer, (i) Customer owns the Customer Content and (ii) Yodle owns any
Content (other than the Customer Content), templates, data or technology, including all related intellectual property
rights, in and to the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or
other information provided by Customer relating to the Services. We reserve the sole right and ownership to the
adverSite (other than your Customer Content), the URL at which the adverSite may be found (unless you have
purchased a Vanity Domain), and the telephone numbers listed on the adverSite. If Customer has purchased a
Vanity Domain or pays a fee of $199 and desires to continue to use the adverSite after termination of this Agreement
and has paid all amounts due to Yodle, then Yodle will authorize the transfer of the adverSite URL to Customer within
five (5) business days of Customer's request (which request must be made within 30 days of termination of this
Agreement) and hereby grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable license to
continue to use the adverSite as its website. Notwithstanding the foregoing, (a) Customer may not (i) use any
content of the adverSite other than Customer Content for any purpose, other than on the adverSite, or (ii) modify any
of the content of the adverSite, other than Customer Content, (b) Yodle may remove third party content prior to
transfer and (c) Customer will remove any third party content promptly after Yodle's request. Customer is responsible
for maintaining the confidentiality of the passwords to its Yodle account, and Customer may not grant access to its
Yodle account or share any data generated from the Services with any third party without Yodle's prior written
consent. Yodle may place copyright and/or proprietary notices, including hypertext links, within our website, system
and software applications. Customer may not alter or remove such notices without Yodle’s written permission.
To the extent Customer is using the Lighthouse Service, Customer also grants Yodle full read and write
access (the “Access”) to its Practice Management Software or Shop Management Software (the “Practice
Management Software”) to, among other things, write data such as appointment confirmations or other messages to
Customer’s Practice Management Software. For Customers that use the Dentrix Practice Management Software,
Customer hereby acknowledges the intellectual property rights of Henry Schein Practice Solutions, Inc. (“HSPS”) in
HSPS’s software development kit, software and software content provided to Yodle to enable Yodle to access
Customer’s Practice Management Software.
7. Term; Termination of Agreement; Cancellation and Suspension of Services.
7.1 This Agreement shall become effective on the Effective Date and shall remain in effect until terminated or
canceled as set forth herein (the "Term"). Once the initial Commitment Period for a particular Service has ended, the
Commitment Period of such Service will automatically renew month to month thereafter at the rates applicable at the
time, and Customer will be billed the applicable monthly fees on a monthly recurring basis, until such Service is
canceled. Notwithstanding the foregoing and unless otherwise agreed in writing by an authorized representative of
Yodle, Customer may not terminate this Agreement until the Commitment Period for all of the Services has ended,
and Customer’s cancellation of any Service will not be effective until the Commitment Period for such Service has
ended. Customer acknowledges that Yodle has waived all or a portion of the setup fee of $497 (for the Marketing
Essentials Service) or $997 (for the Yodle Ads Service) in consideration for Customer’s agreement to the initial
Commitment Period of such Service (the “Setup Fee”). If such Service is terminated prior to the end of the applicable
initial Commitment Period, then any Customer that has subscribed to such Service after May 1, 2015 hereby
authorizes Yodle to charge the Payment Method upon termination of such Service for any portion of the Setup Fee
that was waived and (b) Yodle may refund prepaid amounts for any post-cancellation monthly billing cycles.
7.2 Termination by Customer of this Agreement or of any Service as permitted hereunder, or termination of Call
Recording of Inbound Calls, must be e-mailed to Customer's Interactive Marketing Specialist, and Customer must
complete a cancellation call with its Interactive Marketing Specialist. Once Customer has completed the termination
or cancellation process in accordance with this Paragraph 7, the Agreement or applicable Service will be terminated
or cancelled effective at the end of the then-current monthly billing cycle. If the Go-Live Date has not occurred within
60 days of the date Customer agreed to purchase the Services as a result of Customer delay, then Yodle may cancel
the Services without refund. If Customer breaches any provision of this Agreement, including the Acceptable Use
Policy, Yodle may suspend Customer's Services. If such breach is capable of being cured, Customer will have 10
days to cure such breach; provided that Yodle is not required to provide an opportunity to cure if Customer
subsequently commits the same breach. If such breach cannot be cured or is not cured within any applicable cure
period, Yodle may cancel the Services or terminate this Agreement and/or pursue all other available remedies,
including recovery from Customer of Yodle's costs and attorneys’ fees incurred in pursuing such
remedies. Notwithstanding the foregoing, Yodle may terminate this Agreement or cancel any of the Services in its
discretion at any time, with a refund only of any prepaid but unused fees. FOLLOWING TERMINATION OF THIS
AGREEMENT, YOUR INFORMATION WILL BE REMOVED FROM THE ADVERSITE AND MAY BE REPLACED
WITH THE INFORMATION OF ANOTHER CUSTOMER. IN ADDITION, WE WILL SUSPEND ANY BUSINESS
LISTINGS/CITATIONS THAT WE HAVE CLAIMED ON YOUR BEHALF AND YOU WILL NEED TO RECLAIM
THEM. The provisions of Paragraphs 2-6, Paragraphs 8-12, and this sentence shall survive the termination of this
Agreement.
8.
Indemnification. Customer agrees to indemnify, defend and hold harmless Yodle, its parent, subsidiaries,
affiliates, successors, officers, directors, employees, contractors, Licensors, designees and agents from and against
any and all claims, actions, demands, costs, losses liabilities, penalties, damages and expenses (including
reasonable legal and accounting fees) relating to or arising from the Customer Content, Customer's use of the
Services, or breach (or alleged breach) of Customer's representations, warranties and covenants under this
Agreement or the documents it incorporates by reference.
9.
Disclaimers; Limitation of Liability.
9.1 THE SERVICES AND YODLE DISTRIBUTION NETWORK ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, YODLE MAKES NO, AND
EXPRESSLY DISCLAIMS ANY, REPRESENTATION, WARRANTY, CONDITION OR GUARANTEE OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF
DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, OR OTHERWISE WITH RESPECT TO THE
SERVICES OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF. YODLE RESERVES
THE RIGHT TO REMOVE CUSTOMER CONTENT OR DECLINE ANY SERVICE TO THE EXTENT THE
CUSTOMER CONTENT OR CUSTOMER'S USE OF THE SERVICE DOES NOT COMPLY WITH THE TERMS OF
THIS AGREEMENT OR ANY APPLICABLE LAWS; PROVIDED, HOWEVER, THAT CUSTOMER MAY NOT
EXPRESSLY OR IMPLIEDLY RELY UPON YODLE'S APPROVAL TO SUPPORT ITS COMPLIANCE WITH ANY
APPLICABLE LAW, RULE OR REGULATION. NOTHING CONTAINED IN THE FOREGOING SHALL SHIFT THE
ULTIMATE LEGAL OR REGULATORY COMPLIANCE OBLIGATION IN ANY MANNER WHATSOEVER FROM
CUSTOMER TO YODLE, IT BEING MUTUALLY INTENDED THAT SUCH OBLIGATION IS AND SHALL REMAIN
SOLELY WITH CUSTOMER. YODLE IS A DISINTERESTED TECHNOLOGY PLATFORM AND SHALL NOT BE
RESPONSIBLE FOR ANY SERVICE RECOMMENDATIONS. YODLE IS NOT PERMITTED TO PROVIDE, AND
DOES NOT PROVIDE, LEGAL OR OTHER PROFESSIONAL ADVICE, AND CUSTOMER IS SOLELY
RESPONSIBLE FOR COMPLIANCE OF THE ADS AND ADVERSITE AND USE OF THE SERVICES IN
COMPLIANCE WITH ALL LOCAL, STATE AND FEDERAL LAWS AND REGULATIONS AND PROFESSIONAL
RULES AND REGULATIONS APPLICABLE TO THE CUSTOMER AND CUSTOMER'S EMPLOYEES,
CONTRACTORS AND REPRESENTATIVES. RECORDED CALLS MAY NOT MEET HIPAA REQUIREMENTS AND
MAY NOT BE PRIVILEGED UNDER APPLICABLE LAW.
9.2 YODLE WILL NOT BE LIABLE TO CUSTOMER (NOR TO ANY PERSON OR ENTITY CLAIMING RIGHTS
DERIVED FROM CUSTOMER'S RIGHTS) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING COST OF COVER, LOST REVENUES,
GOODWILL OR PROFITS OR LOSS OF BUSINESS OR DATA, ARISING OUT OF OR RELATING TO THIS
AGREEMENT, REGARDLESS OF WHETHER YODLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR
KNEW OF THE POSSIBILITY THEREOF. CUSTOMER SHALL HAVE NO RECOURSE AGAINST YODLE OR ITS
DESIGNEES FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF CUSTOMER'S PROPRIETARY RIGHTS BY
THIRD PARTIES OR FOR LOSS OR HARM DUE TO UNAUTHORIZED USE OF CUSTOMER'S ADS OR
CUSTOMER CONTENT BY THIRD PARTIES. IN ANY EVENT, YODLE'S MAXIMUM LIABILITY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT, OR
OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO YODLE HEREUNDER WITHIN
THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
9.3
YOU ACKNOWLEDGE THAT THESE LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN
AND THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF PORTIONS OF THIS AGREEMENT ARE
FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.
10.
Electronic Contract. This Agreement is an electronic contract that sets out the legally binding terms of the
Services. Customer (or its authorized agent) indicates acceptance of this Agreement by clicking on the "ACCEPT"
button or by utilizing the Services. This action creates an electronic signature that has the same legal force and
effect as a handwritten signature on a written contract under any applicable law or regulation, and is equally
binding. By clicking on the "ACCEPT" button, Customer (or its authorized agent) acknowledges reading and
accepting this Agreement and represents, warrants and agrees that Customer (or its authorized agent) has the
power, authority and legal right to enter into this Agreement on behalf of Customer.
11.
General. This Agreement (a) is governed by the laws of the State of New York, excluding its conflict of laws
principles, (b) may be amended only in a writing signed by both parties or by Yodle e-mailing revised terms and
conditions to Customer or posting revised terms and conditions in Customer's Yodle account, and (c) together with all
terms and conditions incorporated by reference herein, constitutes the complete and entire expression of the
agreement between the parties, and supersedes any and all other proposals, both oral and written, representations,
warranties and agreements, whether written or oral, with respect to the subject matter hereof. Our failure to exercise
or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The
exclusive venue for any dispute relating to this Agreement shall be New York County, New York, and Customer
hereby waives any jurisdictional, venue or inconvenient forum objections thereto. CUSTOMER EXPRESSLY
WAIVES ANY RIGHT TO A JURY TRIAL, TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER
CUSTOMERS, OR TO PURSUE OR PARTICIPATE IN ANY CLAIM AS A REPRESENTATIVE ACTION OR CLASS
ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Prior to initiating any legal action, the initiating
party shall give the other party at least 60 days written notice of its intent to file an action. Yodle will provide such
notice by e-mail to Customer's e-mail address on file with Yodle, and Customer must provide such notice by e-mail to
[email protected]. During such notice period, the parties will endeavor to settle amicably by mutual
discussions any disputes, differences, or claims whatsoever related to this Agreement. Failing such amicable
settlement and expiration of the notice period, any controversy, claim, or dispute arising under or relating to this
Agreement shall finally be settled in a court of competent jurisdiction as set forth herein. By using the Services, you
consent to receiving electronic communications from Yodle. These electronic communications may include notices
about applicable fees and charges, transactional information and other information concerning or related to the
Services. These electronic communications are part of your relationship with Yodle. You agree that any notices,
agreements, disclosures or other communications that we send you electronically will satisfy any legal
communication requirements, including that such communications be in writing. Regardless of any statute or law to
the contrary, any claim or cause of action arising out of or related to the Services or this Agreement must be filed
within one (1) year after such claim or cause of action arose or be forever barred. Yodle may assign this Agreement,
in whole or in part, and the parties' rights and obligations will bind and inure to the benefit of their respective
successors and permitted assigns. These terms shall be severable and construed to the extent of their enforceability
in light of the parties' mutual intent. Section headings are provided for reference purposes only and in no way define,
limit, construe or describe the scope or extent of any section. For the avoidance of doubt, Yodle is an independent
contractor of Customer and does not have the authority to make any commitment of any kind that is binding on
Customer. Customer expressly agrees that any varying or additional terms contained in any purchase order or any
other written notification or document issued by Customer in relation to the Services shall be of no effect and may be
accepted for administrative convenience only. No oral or written information or advice given by Yodle, its agents or
employees will create a warranty or in any way increase the scope of the warranties in this Agreement. This
Agreement is not exclusive to either party, which means that Yodle can provide the Services to any other customer
and Customer can procure similar services from any other service provider.
12.
Defined Terms. (1) "Ads" means advertisements created by Yodle with information about Customer's
business. (2) "Commitment Period" for a Service means the portion of the Term during which Customer may not
cancel that Service. (3) "Content" means (a) any content or information provided by Customer or submitted, posted,
transmitted or made available by Customer through Customer’s use of the Services, including but not limited to
Customer's brand features, text, photos or other images, patient and client data, any third party logos (e.g., society
memberships), and the content of Customer's website that Yodle uses to create an adverSite (collectively, the
“Customer Content”) and (b) content that Yodle provides or posts on Customer’s behalf. (4) "Go-Live Date" means
the date that Yodle begins to provide the applicable Service. (5) “Hardware Device” means any physical device used
by Customer in connection with the Services, which may include card readers for payments, mobile phones or
tablets. (6) "Mirror Site" means a mirrored version of Customer's website with the same look and feel as, but a
different URL than, Customer's website, which is only available if the Yodle Ads Service is purchased on a
standalone basis. (7) "Term" has the meaning set forth in Paragraph 7.1. (8) “Third Party Product” means any
product, service or website (e.g., Facebook) that is provided by Yodle to Customer, or accessed or used by Customer
in connection with the Services, which is obtained from or provided by a third party, including Hardware Devices. (9)
“Third Party Product Provider” means a provider of any Third Party Product. (10) "Vanity Domain" means Customer's
own URL or a specific URL requested by Customer. (11)) "Yodle Distribution Network" means the network of
advertising channels through which Yodle distributes the Ads and certain Content, including (i) Google (the "Google
Network"), (ii) all other advertising channels (the "Yodle Network") and (iii) all other forms of media, applications, and
devices.