1. ACCEPTANCE OF TERMS. Thank you for using Yo-So “Search Engine Marketing Service” (hereinafter called the “SEM Service”). By using the SEM Service, you, the end user (hereinafter called “User”) hereby accept the terms and conditions indicated below and agree that your use of the SEM Service is subject to the following terms and conditions (hereinafter called “T&C”). The T&C is also available online, as updated from time to time, at http://www.yo-so.com/tc.html. Yo-So Technologies Ltd. reserves the right to update and change, from time to time, the T&C and all documents by reference. You can always find the most recent version of the T&C at the website address indicated above.
2. DESCRIPTION OF SERVICE. The SEM Service is the value-added services provided by Yo-So, a reselling agent of Overture Services, Inc., Google Inc., Beijing 3721 Technology Limited and Baidu (“Suppliers”), based on the search engine paid inclusion and/or pay-for-performance services provided by the Suppliers.
3. INTERPRETATION. In this T&C, “Keyword” means a word or a phrase in English or Chinese or another language. “Keywords” means the plural form of Keyword. “Keyword List” means the list of Keyword Yo-So compiles for the User of the SEM Service.
4. REGULATIONS OF SEM SERVICE. The User is responsible for the maintenance of the hosting and content of his/her own websites and web pages (hereinafter called “Landing Websites and Landing Web Pages”) to which the SEM Service will direct Internet users’ clicks. Yo-So will not monitor the content of the Landing Websites and Landing Web Pages, nor will it assume any liability in respect of any content uploaded, published or otherwise transmitted.
5. RESERVATION OF RIGHTS. User agrees that the Suppliers shall have absolute discretion as to whether or not to provide services to any party.
6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. User acknowledges that the SEM Service is provided by Yo-So and/or Suppliers subject to terms and conditions as set forth in this T&C and on an “as is” and “as available” basis and without warranties of any kind, either express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose or non-infringement. Neither Yo-So nor Suppliers makes any warranty that the SEM Service will meet any User’ requirements, fulfil any purposes or needs, or that they will be uninterrupted, timely, secure, or error free.
a) User acknowledges and agrees that Yo-So’s ability to perform its obligations under this T&C depends, amongst other things, on the due and prompt performance by the Suppliers. Accordingly, User agrees not to claim against Yo-So in respect of any default or breach on the part of Yo-So of any obligations to the extent it is caused by any default, breach, failure or delay of the Suppliers.
b) In the event that Yo-So fails to provide the SEM Service to User, the sole liability of Yo-So shall be limited to either a pro-rata refund of service fee or provision of the service at a later time (“Sole Liability”). Other than Sole Liability, Yo-So shall under no circumstances be liable to User for any loss (whether direct or indirect) of revenue, loss of profits or any consequential loss whatsoever under this T&C. The aggregate maximum liability of Yo-So to User shall not, for any reason, exceed the aggregate payments actually made to Yo-So.
7. INDEMNITY. When a User subscribes to the SEM Service, that User agrees to indemnify and hold Yo-So, and its affiliates, officers, agents or other partners and employees, harmless from any claim or demand, including reasonable attorneys' or experts’ fees, made by any third party due to or arising out of that User’s intentional or negligent misuse of the SEM Service, or that User’s violation of the T&C, or that User’s intentional or negligent violation of any rights of others.
8. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. User agrees that Yo-So retains and owns all intellectual property rights to any documents generated by Yo-So for the User due to User’ use of the SEM Service. Such documents include, but not limited to, the editorial writing of the keyword-based advertisements’ titles and descriptions, and the Keyword List Yo-So compiles for the User. User agrees that Yo-So has the right to decide, at its sole discretion, whether or not to disclose the documents to User at any given time.
9. CHOOSE OF SOFTWARE/HARDWARE AND KEYWORD. User agrees that Yo-So, at its sole discretion, can select any software, hardware or third party tools to assist in providing the SEM Service. User shall not determine what Keywords to use.
10. GOVERNING LAW AND LOCATION OF LAWSUIT. The T&C applicable to the SEM Service shall be governed and construed by the laws of Hong Kong. Both User and Yo-So agree to the exclusive jurisdiction of the Hong Kong courts.