Terms and Conditions

Standard Terms and Conditions for Yahoo!Xtra New Zealand Limited Advertising
Third Party
HTML
Flash
HTML/DHTML/Javascript
Linking URL
Java
Submission Guidelines:
Yahoo!Xtra Advertisement Policy

Standard Terms and Conditions for Yahoo!Xtra New Zealand Limited Advertising

The following terms and conditions (the "Standard Terms") shall be deemed to be incorporated into the insertion order (the "Insertion Order"):

1. Terms of Payment
Advertisers must submit completed credit application to determine terms of payment. If no credit application is submitted or the request for credit is denied by Yahoo!Xtra New Zealand Limited ("Yahoo!Xtra") in its sole discretion, the Insertion Order must be paid in advance of the advertising start date. If Yahoo!Xtra approves credit, Yahoo!Xtra will invoice Advertiser monthly in arrears, and payment shall be made to Yahoo!Xtra by the 30th day of the month in which the invoice is issued ("Due Date"). Yahoo!Xtra may charge interest on amounts paid after the Due Date at the rate of 5% above the 90-day bank bill rate of HSBC New Zealand, or the highest rate permitted by law, if less). In the event Advertiser fails to make timely payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by Yahoo!Xtra in collecting such amounts. Yahoo!Xtra reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Advertiser) in the event the Advertiser fails to make timely payment hereunder or under any other agreement with Yahoo!Xtra.
2. Positioning
Except as otherwise expressly provided in the Insertion Order, positioning of advertisements within the Distribution Network (as defined in Section 9 below) or on any page is at the sole discretion of Yahoo!Xtra. Yahoo!Xtra may, at its sole discretion, remove from the Insertion Order (and substitute with similar inventory) any keyword or category page that it believes to be a trademark, trade name, company name, product name or brand name belonging to or claimed by a third party.
3. Usage Statistics
Unless specified in the Insertion Order, Yahoo!Xtra makes no guarantees with respect to usage statistics or levels of impressions for any advertisement. Advertiser acknowledges that delivery statistics provided by Yahoo!Xtra are the official, definitive measurements of Yahoo!Xtra's performance on any delivery obligations provided in the Insertion Order. The processes and technology used to generate such statistics have been certified and audited by an independent agency. No other measurements or usage statistics (including those of Advertiser or a third party ad server ("Third Party Server")) shall be accepted by Yahoo!Xtra or have any bearing on the Insertion Order.
4. Renewal
Except as expressly set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order shall be at Yahoo!Xtra's sole discretion.
Pricing for any renewal period is subject to change by Yahoo!Xtra from time to time.
5. No Assignment or Resale of Ad Space
Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to Yahoo!Xtra.
6. Limitation of Liability
Except as expressly provided for in the Insertion Order/Standard Terms, Yahoo!Xtra excludes, to the fullest extent permitted by law, all warranties, representations or conditions whether implied by law, trade, custom or otherwise. Without limiting the foregoing, Advertiser acknowledges that it acquires the services of Yahoo!Xtra for the purposes of a business and as such the guarantees implied under the Consumer Guarantees Act 1993 do not apply in the event:
(i) Yahoo!Xtra fails to publish an advertisement in accordance with the schedule provided in the Insertion Order;
(ii) Yahoo!Xtra fails to deliver the number of total impressions specified in the Insertion Order (if any) by the end of the specified period; or
(iii) of any other failure, technical or otherwise, of such advertisement to appear as provided in the Insertion Order;
(iv) of Yahoo!Xtra (including its officers, employees and agents) having any other liability to Advertiser, the sole liability of Yahoo!Xtra (including its officers, employees and agents) to Advertiser shall be limited to, at Yahoo!Xtra's sole discretion, a pro rata refund of the advertising fee representing undelivered impressions, placement of the advertisement at a later time in a comparable position, or extension of the term of the Insertion Order until total impressions are delivered. In no event shall Yahoo!Xtra (or its officers, employees or agents) be responsible for any indirect, consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the Insertion Order/Standard Terms or publication of the advertisement, even if Yahoo!Xtra has been advised of the possibility of such damages. Without limiting the foregoing, Yahoo!Xtra and its officers, employees and agents shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Yahoo!Xtra affecting production or delivery in any manner or otherwise relating to the Insertion Order/Standard Terms.
7. Advertiser's Representations and Indemnification
(i) Advertiser warrants and undertakes that:
(A) all of Advertiser's activities under or in connection with this Insertion Order shall comply with all applicable laws, including without limitation any privacy laws; and
(B) Advertiser has obtained all necessary consents, licences, authorisations and clearances in connection with the advertisements.
(ii) Advertisements are accepted upon the representation that Advertiser has the right to publish the contents of the advertisement without infringing the rights of any third party and without violating any law and the Advertiser warrants that all representations contained in the advertisement are accurate.
(iii) Advertiser agrees, at its own expense, to indemnify, defend and hold harmless Yahoo!Xtra, and its officers, employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including reasonable attorneys' fees and costs) incurred by Yahoo!Xtra or any such persons in connection with any claims, administrative proceedings or criminal investigations of any kind arising in connection with the advertisement, any material, product or service of Advertiser to which users can link through the advertisement (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices), or any breaches by Advertiser of its obligations or warranties under this Insertion Order.
8. Confidential Information
The terms and existence of the Insertion Order/Standard Terms, all reports or studies provided to you by us or our agents, and information exchanged under the Insertion Order/Standard Terms identified at disclosure as "confidential" or "proprietary" is confidential information ("Confidential Information") of the disclosing party. The receiving party may only use the Confidential Information in furtherance of the Insertion Order/Standard Terms and may not disclose Confidential Information to any third parties. The receiving party shall ensure that its officers, employees and agents observe the terms of this clause. If the receiving party is compelled by law, rule, regulation or order to disclose Confidential Information, the receiving party will give prompt written notice to the disclosing party and assist the disclosing party in seeking protective treatment for the Confidential Information. "Confidential Information" does not include information that:
(i) is already known by the receiving party at the time of disclosure;
(ii) becomes, through no act or fault of the receiving party, publicly known, or is generally made available without restriction by the disclosing party;
(iii) is rightfully received by the receiving party from a third party without a restriction on disclosure or use;
(iv) is independently developed by the receiving party without reference to Confidential Information of the disclosing party.
The obligations in this clause shall survive termination of the Insertion Order/Standard Terms.
9. Provision of Advertising Materials
Advertiser will provide all Materials for the advertisement in accordance with Yahoo!Xtra's policies in effect from time to time, including (without limitation) the manner of transmission to Yahoo!Xtra and the lead-time prior to publication of the advertisement. Yahoo!Xtra shall not be required to publish any advertisement that is not received in accordance with such policies and reserves the right to charge Advertiser, at the rate specified in the Insertion Order, for inventory held by Yahoo!Xtra pending receipt of acceptable Materials from Advertiser which are past due. Advertiser hereby grants to Yahoo!Xtra and each Yahoo!Xtra Company a non-exclusive, worldwide, fully paid licence to use, reproduce and display the advertisement (and the contents, trademarks and brand features contained therein) and the right to distribute the advertisements as set out in the Insertion Order/Standard Terms, on the Distribution Network. Additionally, Advertiser grants Yahoo!Xtra the right to allow third parties to distribute Advertiser's advertisement over the Distribution Network on the same terms. "Distribution Network" means the network of advertising channels, including all forms of media and devices (including any mobile device), through which Yahoo!Xtra distributes ads, whether on or off the Yahoo!Xtra Company Websites and other Yahoo!Xtra Company properties. "Yahoo!Xtra Company Websites" means all the website pages that are owned, operated, or hosted by or for the Yahoo!Xtra Companies, and includes Yahoo!Xtra co-branded websites where Yahoo!Xtra has a right to sell advertising. A "Yahoo!Xtra Company" means Yahoo!Xtra, Yahoo!, Inc, Overture Services, Inc. ("Overture"), Overture Search Service (Ireland) Limited, or another Affiliate of Yahoo!Xtra or Overture. "Affiliate" means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
10. Right to Reject Advertisement
All advertisements (including their contents) are subject to Yahoo!Xtra's approval. Yahoo!Xtra reserves the right to reject or cancel (without liability to Yahoo!Xtra except for a pro-rata refund of any unutilised advertising fee) any advertisement, Insertion Order, URL link, space reservation or position commitment, at any time, for any reason whatsoever (including belief by Yahoo!Xtra that placement of the advertisement, URL link, etc., may subject Yahoo!Xtra to criminal or civil liability, or breach of section 11(i)).
11. User Information and Tracking Tags
(i) Advertisements must not contain any cookie, tracking tag or other tracking device unless Yahoo!Xtra has provided its prior written consent to such inclusion.
(ii) To the extent Yahoo!Xtra consents to the Advertiser collecting information relating to Yahoo!Xtra's users ("User Information"), Advertiser may only use such information for the Advertiser's internal statistical purposes and solely in respect of the advertising campaign the subject of this Insertion Order. For the avoidance of doubt, Advertiser must not disclose any User Information to any third party, and must not use any User Information in connection with any advertising campaigns on any third party properties or websites. This does not prevent Advertiser from disclosing the User Information in summary format only to its client where Advertiser enters into this Insertion Order as an agent of such client, provided the Advertiser procures that the client only uses such information in accordance with this paragraph (ii).
(iii) Without limiting Yahoo!Xtra's rights or remedies, Yahoo!Xtra may immediately terminate the Insertion Order without liability in the event of any breach by Advertiser (or its client) of this section 11. Any such termination will not affect Advertiser's obligation to make payment in accordance with the Insertion Order.
12. Cancellations
Except as otherwise provided in the Insertion Order, the Insertion Order is non-cancelable by Advertiser.
13. Construction
No conditions other than those set forth in the Insertion Order or these Standard Terms shall be binding on Yahoo!Xtra unless expressly agreed to in writing by Yahoo!Xtra or imposed by law. In the event of any inconsistency between the Insertion Order and the Standard Terms, the Standard Terms shall prevail.
14. Miscellaneous
These Standard Terms, together with the Insertion Order:
(i) shall be governed by and construed in accordance with, the laws of New Zealand, without giving effect to principles of conflicts of law;
(ii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties.
Yahoo!Xtra may vary these Standard Terms at any time in its sole discretion, provided that such varied terms will not affect prior agreed Insertion Orders (which may be amended only by a written agreement executed by an authorised representative of each party). Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without Yahoo!Xtra's written approval, which may be withheld at Yahoo!Xtra's sole discretion. Both parties consent to the jurisdiction of the courts of New Zealand with respect to any legal proceeding arising in connection with the Insertion Order/Standard Terms.
15. Third Party Ad Serving
If Yahoo!Xtra has approved the use by Advertiser of a third party ad server ("Third Party Server") in connection with this Insertion Order, the following provisions shall also apply:
(i) the Advertiser shall post each advertisement to a staging area and shall notify Yahoo!Xtra of such posting at least four (4) business days prior to the date on which Third Party Server is scheduled to serve such advertisement to a property in the Distribution Network. Such advertisement shall be reviewed by Yahoo!Xtra and must be approved in writing by Yahoo!Xtra before it can be served by Third Party Server. In accordance with Section 10, Yahoo!Xtra reserves the right to reject any advertisement or any element thereof, for any reason in its sole discretion;
(ii) the Advertiser shall post all scheduling changes, new target URLs, new HTML specifications, new graphics and all other new or revised advertisements ("Revisions") to a staging area and shall notify Yahoo!Xtra of such posting at least four (4) business days prior to the date Advertiser wishes such Revisions to take effect. Revisions shall not be implemented until approved by Yahoo!Xtra in writing, which approval shall be at Yahoo!Xtra's sole discretion;
(iii) if Advertiser discovers that Advertiser or Third Party Server has served, or caused to be served, an advertisement to a property in the Distribution Network in violation of this Insertion Order, Advertiser must immediately provide notice to Yahoo!Xtra of the violation (along with a written explanation) and remove the advertisement from its placement or rotation on the relevant property(ies) in the Distribution Network. Nothing in this Section shall limit any of Yahoo!Xtra's right or remedies in the event of such breach;
(iv) in the event Yahoo!Xtra exercises its right to cancel an advertisement in accordance with Section 10 hereof, Yahoo!Xtra shall notify Advertiser in writing. The Advertiser must cause the advertisement to be removed from the relevant property(ies) in the Distribution Network and from its advertising rotation no later than four (4) hours after written notification by Yahoo!Xtra.
16. GST
If any goods and services or similar tax ("GST") is or becomes payable on any supply made by Yahoo!Xtra under or in connection with the Insertion Order/Standard Terms, then Advertiser shall pay an additional amount for the supply equal to the GST payable on the supply at the same time and in the same manner as the consideration for the supply is payable
17. Severability
If any provision of the Insertion Order/Standard Terms is held illegal or unenforceable, then such illegality or unenforceability shall not affect the remaining provisions of the Insertion Order/Standard Terms which shall remain in full force and effect.
18. No Waiver
If at any time Yahoo!Xtra does not enforce any of the Insertion Order/Standard Terms or grants Advertising time or other indulgence, Yahoo!Xtra shall not be construed as having waived that term or condition or its right to later enforce that or any other term or condition.
19. Remedies Cumulative
No remedy conferred upon Yahoo!Xtra by the Insertion Order/Standard Terms is intended to be exclusive of any other remedy of Yahoo!Xtra and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.

Standard Specifications

3rd Party Ad Serving

3rd Party Ad Serving is permitted run of network from Yahoo!Xtra authorised 3rd Party vendors only. However, 3rd Party Ad Serving is not permitted on the Yahoo!Xtra homepage with the exception of Eyeblaster. For the Homepage, creatives must be delivered to Yahoo!Xtra with a click only link and will be hosted on Yahoo's servers.

HTML

HTML code cannot exceed 3k.
2 images maximum, total file size of images cannot exceed 20k.
Client-side imagemaps are acceptable and must be provided by the client.
Forms tags in HTML code must use "get" in the method.

Flash
Download the Flash Creative Instructions Guide (these are standard for all Flash creatives)

HTML/DHTML/Javascript Ad
All Javascript creative is reviewed on a case-by-case basis. Javascript code cannot exceed 3 kbytes.
If Javascript code exists with HTML, then the total filesize cannot exceed 3 kbytes.
Javascript files may be referenced remotely in which case the remote javascript file can be a maximum of 6 kb.
2 images maximum, total file size of images cannot exceed 20kbytes.
All actions must be initiated by user click. No mouseover starts.

Linking URL
Linking URLs must be domain name based and cannot be the IP address (i.e., http://207.123.456.78 )

Java
All Java creative is reviewed on a case-by-case basis.
Javascript and HTML accompanying the Java applet must not exceed 3kb in file size.
All actions must be initiated by user click. No mouseover starts.
Yahoo must be able to track user click-thrus. Yahoo!7 will help advise developers on how to implement this.
Java banners may not exceed 50K. This includes all primary and supporting files (.gif/.cab/.jar etc.).

Submission Guidelines:

Ads must conform to specifications outlined herein. Elements not meeting specifications will be returned for revision, which may delay the launch date.
Standard creative must be submitted to your designated Media Delivery Coordinator 4 business days prior to campaign launch or campaign launch may be delayed. Rich media ads must be submitted 5 business days (or 10 days if to be run on the home page) prior to launch to enable thorough testing. Contact your Sales Representative for additional details.

Creative submissions should include the following:
• Advertiser name
• Yahoo!Xtra Insertion Order number
• Detailed trafficking instructions
• Creative files
• Alternate text (if applicable)
• Linking URL
• 3rd party tags (if applicable)
• 3rd party tags must be live at the time of submission to enable thorough testing before launch
• For Flash ads, an alternate image conforming to the designated gif/jpg specifications must be providedfor use in the event that the user’s browser does not support Flash 6.0 and above

Yahoo!Xtra Advertisement Policy

Advertisements cannot mislead the user. For example, they may not mimic or resemble Windows/Mac/Unix dialogue boxes, error messages, or the like.
Advertisements cannot resemble Yahoo!Xtra content.
Advertisement must have a border.
Advertisements cannot contain graphics that simulate interactivity (i.e., drop down menus, search boxes,etc.) without that functionality actually existing. NO fake or simulated HTML interactivity.
Advertisements cannot mimic news headlines in design, tone, 3rd person sentence structure, or topic.
Yahoo!Xtra does not allow 3rd party serving of HTML/JavaScript code. Approved Yahoo!Xtra 3rd Party Servers are only authorized to serve the alternate images and/or the click-thru urls.
All advertisements will be reviewed by Yahoo!Xtra and are subject to approval by Yahoo!Xtra before placement on the site.
Cookies may not be set on the Yahoo!Xtra network except by parties with a third party ad serving agreement.
Yahoo!Xtra reserves the right to preserve the user experience of its sites, and reserves the right to remove any advertisement which is deemed annoying and/or harmful to our users at any time.
The sponsor of any advertising message appearing on the Yahoo!Xtra Properties is clearly identified either on the ad itself or, if the ad is smaller than an 88x31 button, on the resulting first level jump page.

Policy Guidelines for Ads that Collect Personal Information:
Yahoo!Xtra allows advertisements to collect personal identifying information; however you may be asked to make changes to the ad units or include additional disclosure in order to be acceptable for advertising on Yahoo!Xtra.

If you wish to collect personal information within advertisements, those ad units will need to:
1) Clearly identify your organization.
2) Provide a direct link to your privacy policy, adjacent to the submit button.
3) Clearly identify the purpose for collecting the information.

Additional disclosure may be required, depending on the type of advertisement. Please see your advertising representative for more information on required notices. Yahoo!Xtra will also label all such ad units with "ADVERTISEMENT".

Note: As stated above, cookies may not be set on the Yahoo!Xtra network except by parties with a third party adserving agreement.