Yelp Attribution Agreement
Last updated on December 19, 2023.
This Yelp Attribution Agreement (the “Agreement”) constitutes a binding agreement between you or the agency (“Advertiser”) accessing Yelp’s attribution platform (“Attribution Program”) and Yelp Inc., a Delaware corporation with its headquarters at 350 Mission Street, 10th Floor, San Francisco, California, 94105 (“Yelp”). For purposes of this Agreement, “You” and “your” refer to you as the Advertiser (on your own behalf or as agent on your behalf).
This Agreement becomes effective upon your acceptance of this Agreement in an online order form, in a purchase order (written or digital), or otherwise by accessing or using the Attribution Program.
- Yelp Ad Programs. This Agreement incorporates Yelp’s Terms of Service and the purchase of Ad Programs are at all times subject to the Master Advertising Terms, both of which are incorporated by reference as if fully set forth herein. Capitalized terms used but not defined herein, shall have the respective meanings given to them in Yelp’s Terms of Service and the Master Advertising Terms. In the event of any conflict or inconsistency between this Agreement, the Master Advertising Terms, and the Terms of Service, the documents shall prevail in the following order: (1) this Agreement; (2) the Master Advertising Terms; and (3) the Terms of Service.
- Yelp Attribution. Yelp will provide Advertiser with access to the Attribution Program to assess and optimize the effectiveness of your Ad Programs. Advertiser may only access and use the Attribution Program through its own account and Advertiser will not share its credentials with any other person or third-party.
- “Ad Data” means the customer information (e.g., hashed email addresses) that you provide to Yelp in connection with the Attribution Program.
- “Applicable Laws” means any and all laws as applicable under the circumstances pertaining to the collection, use and sharing of Ad Data, including but not limited to Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act of 2020 and any other laws that may govern the collection or use of Ad Data; any applicable subordinate legislation and regulations implementing those laws; and any developer rules including, but not limited to, iOS and Android platform guidelines. This Agreement acknowledges that Applicable Laws and regulations are subject to change, and that new privacy laws may be enacted or take effect during the term of this Agreement. You agree that any additional Applicable Laws that come into effect during the term of this Agreement shall automatically apply to this Agreement, without the need for further amendments to this Agreement.
You represent and warrant that you have the full power and rights to perform your obligations under this Agreement. You further represent and warrant that you will only share Ad Data: (a) that was lawfully collected in accordance with Applicable Laws; (b) collected pursuant to clear disclosures and consents for the collection and sharing of the Ad Data; (c) not in connection with or relating to sensitive personal information as defined by Applicable Laws; and (d) not in connection with or relating to any individuals you know or should know are children (being individuals less than of 13 years of age or as defined by Applicable Laws in any jurisdiction).
We reserve the right to monitor your compliance with this Agreement and you agree upon request to provide reasonable documentary evidence of your compliance with this Agreement.
- Attribution Data: Yelp will provide you with attribution reporting in an non-identifiable, de-identified and aggregated manner in order to assess the performance and effectiveness of your Ad Programs. You agree and acknowledge that you may only use the attribution reporting data for this purpose and shall make no attempts to re-identify such information. Yelp will use appropriate technical and organizational measures to protect the security and confidentiality of Ad Data. Yelp will not use your Ad Data for any purpose other than to provide the Attribution Program services to you.
- Agency Terms: If applicable, agency represents and warrants that it has the authority as an agent to bind Advertiser to the terms of this Agreement, and that all of agency’s actions related to this Agreement will be within the scope of such agency relationship. Agency will defend, indemnify, and hold harmless Yelp and each of its affiliates, employees, and representatives from claims resulting from agency’s breach, or alleged breach, of this Section 6. Upon request, agency will make available to Yelp written confirmation of the relationship between agency and the respective Advertiser.
- Indemnification. You agree to indemnify, defend and hold harmless Yelp and its directors, officers, employees and agents, its and their respective successors, heirs and assigns against any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (“Liabilities”) incurred by Yelp in connection with any claim arising out of or relating to: (a) your use of the Attribution Program in violation of these terms; (b) Ad Data you share in connection with this Agreement; and (c) any use of the Ad Data by Yelp, provided that such use is in accordance with the terms of this Agreement. Yelp will notify Advertiser promptly of any third-party claim for which it seeks indemnification and will permit Advertiser to control the defense of such claim with counsel chosen by Advertiser; provided, that Advertiser 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.
- Warranty Disclaimers and Limitation of Liability. YOU AGREE THAT THE DISCLAIMERS AND LIMITATION OF LIABILITY IN YELP’S TERMS OF SERVICE APPLY TO YOUR USE OF THE ATTRIBUTION PROGRAM, EXCEPT THAT IN NO EVENT WILL YELP AND ITS AFFILIATES’ AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE ATTRIBUTION PROGRAM EXCEED THE AMOUNT YOU ALREADY PAID TO YELP PURSUANT TO THE MASTER ADVERTISING TERMS THAT GIVES RISE TO SUCH LIABILITY.
- Choice of Law and Arbitration. Any claim, controversy, cause of action or dispute that might arise between Advertiser and Yelp pursuant to this Agreement (“Claim”) will be exclusively governed by laws of the United States of America and the State of California consistent with the Federal Arbitration Act without regard to conflict of law provisions or giving effect to any principles that may provide for the application of the laws of another jurisdiction. Any subpoena, third-party discovery request, or other third-party process directed to Yelp must issue from, or be domesticated by, the state or federal courts located within San Francisco County, California. All Claims must be exclusively and finally resolved and settled by final and binding arbitration administered by and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a single arbitrator who is a member of the AAA. 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 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 on appeal to a court of competent jurisdiction for such errors. The arbitrator’s ruling will otherwise be final and binding on all parties, and may be entered in any court of competent jurisdiction. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, YOU AGREE 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 THE PLACE OF PERFORMANCE OF THIS AGREEMENT.
- Termination. Following the cessation of your use of the Attribution Program, this Agreement shall immediately terminate. Notwithstanding anything to the contrary, Yelp may terminate this Agreement, and modify, suspend, terminate access to, or discontinue the availability of the Attribution Program, at any time in its sole discretion by providing you ten (10) days’ advance written notice. All continuing rights and obligations will survive termination of this Agreement.
- Miscellaneous. All notices, demands or consents required or permitted under this Agreement will be: (i) by email, provided an authorized representative of the other party confirms receipt of the respective notice, demand or consent, or (ii) in writing and personally delivered or sent by telecopy, telegram or registered or certified mail, return receipt requested, or by a reputable overnight carrier to the address designated by the other party and will be deemed to have been served when delivered, or if delivery is not accomplished by some fault of the addressee, when tendered. If to Yelp, such notices must be sent to its Legal Department, Yelp Inc., 350 Mission Street, 10th Floor, San Francisco, California, 94105. This Agreement embodies the entire understanding between the parties respecting the subject matter herein, and supersedes any and all prior related oral or written representations, agreements, and communications between the parties on the same matter. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions which conflict with, vary, or add to the Agreement will be binding on Yelp. No provision in this Agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. If any provision of the Agreement is held to be invalid or unenforceable, the parties will substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision.
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