Skip to main content
Schedule a call

Master Services Agreement for Yelp Reservations and Yelp Guest Manager

June 9, 2023

This Master Services Agreement (“Agreement”) is an agreement by and between Yelp Inc., a Delaware corporation, and the client identified in the applicable Purchase Order (“Client”), and governs Client’s access to and use of Yelp Reservations and Yelp Guest Manager, including the combined service of Guest Manager Plus which includes Yelp Reservations features with Yelp Guest Manager (collectively the “Services”). Yelp and Client are each referred to as a “Party” and collectively as the “Parties”.  

1. Definitions

“Client Account” means Client’s registered management account to access the Services, with associated sub-accounts for each authorized user of the Client Account, typically Client’s employees (each, a “Client Account User”).  

“Client Personal Data” means personal information collected in connection with the activation and maintenance of the Client Account, including without limitation a Client Account User’s first and last name, email address, Client or location description, Client name, street address, city, state and zip code but excluding information collected through the publicly accessible portions of the Site, which is subject to the privacy policy posted on those webpages.

“Confidential Information” means information disclosed by either Party to the other Party relating to this Agreement which is identified at the time of disclosure as confidential or which should reasonably be considered confidential due to its nature and content. Confidential Information excludes information that: (i) through no unauthorized act or failure to act by the receiving Party, is or becomes generally known in the public domain; (ii) is or was made known to the receiving Party from a source other than the disclosing Party and that was not under any obligation of confidentiality towards the disclosing Party; or (iii) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

“Patrons” means Client customers who patronize the Client’s restaurant.

“Patron Data” means the information that is collected by the Patron’s use of the Service, including Personal Information, all data, applications, files, information or materials accessed, transmitted, uploaded, published or displayed through the Services by Client and Patrons, such as size of party, time, and date, as further set forth in Section 2.14. 

“Personal Information” means information obtained through the Services that can be used to uniquely identify a Patron including, without limitation, names, phone numbers, physical addresses, email addresses, and credit and debit card information (which is truncated and not made visible to the Client).

“Privacy Laws” means any law, regulation or other governmental or administrative order, in any jurisdiction relevant to this Agreement, and related to the protection, privacy and security of Personal Information of natural persons, including any federal, state, or foreign laws and regulations, specifically including but not limited to the Telephone Consumer Protection Act that controls text messages and the California Consumer Privacy Act that protects consumer information for California residents.

“Purchase Orders” means any Yelp purchase order or order form made available to Client which identifies the Services purchased and associated fees and terms. Executed purchase orders are incorporated by reference into this Agreement.

“Service Devices” means any devices that may be provided to Client by Yelp in connection with the Services, such as a tablet computer, keyboard, stand or kiosk.

“Site” means any of Yelp’s websites, mobile applications, and third-party network properties. 

“Client Usage and Personal Data” means: (a) aggregated technical data about Client’s and Client Account Users’ use of the MDM software and Service Devices, including but not limited to the Yelp account identification number; Service Device make and model; Service Device operating systems; operating system versions; the total number Service Devices running and/or  active; dates and times of MDM software console logins; Service Device ownership type; application names, identifiers, versions, whether the application is public or managed; database actions taken; external calls, HTTP requests and browser load pages made by the MDM software/Services; errors made by the applications running in the MDM software/Services; and the amount of memory and CPU usage across the MDM software/Services, and (b) Client Personal Data. It does not include Patron Data or information collected through the publicly accessible portions of the Site, which is subject to the privacy policy posted on those webpages.

“Yelp Reservations” means Yelp’s reservation management service for restaurants.

“Yelp Guest Manager” means Yelp’s guest management service for restaurants.

“Yelp Guest Manager App” means the mobile application provided by Yelp to Client that enables Client to access the Yelp Guest Manager services.

2. Yelp Reservations and Guest Manager

2.1. Services. The Services will be provided to Client as set forth in the applicable Purchase Order.

2.2. Account. In order for Client to use the Services and as part of the signup process, Client is required to register one or more Client Accounts. As part of that process, Client will provide all applicable information requested during the signup process through the management interface on the Site. Client represents and warrants that: (i) Client is of legal age to form a binding contract; (ii) Client is an authorized representative of Client or other entity with the authority to bind such Party to this Agreement; (iii) all information provided within the application is true and accurate; and (iv) Client agrees to be bound by this Agreement on behalf of Client.

2.3. Approval Process. After the registration process is complete, Yelp will review the information submitted by Client. Yelp reserves the right to approve or deny use of the Services for Client at its sole discretion. Any continued use of the Services or the Site is subject to Client’s continued compliance with this Agreement.

2.4. General Client Commitments. Yelp requires that Client commit to certain implementation practices throughout the term of Client’s use of the Services. Client will: (i) use the Service Devices provided by Yelp (unless otherwise agreed to by the Parties in writing), (ii) only allow Client Account Users who have consented to Section 6.9 disclosures about the MDM software collection of content and activity, (iii) ensure the Service Devices (or such other device as agreed to by the Parties) is charged and available for use by trained front-of-house staff, (iv) provide Wi-Fi in the restaurant at all times for connectivity of the Service Devices with the internet, and (vi) make no distinction between tables that are available for reservation online or via the phone. All tables available for reservation will be available online and via the phone and (v) accept and honor online reservations via the Site. For Yelp Reservations, Client agrees that the Yelp Reservations button or widget will be the only online reservation provider on Client’s website, and if applicable, its Facebook page (or other social media page) and mobile app.

2.5. Yelp Widget. Client will install a Yelp Reservations or Yelp Guest Manager widget (“Yelp Widget”) on its own website which will enable Client’s customers to make reservations or join a virtual waitlist directly from the Client’s website, as it would from the Yelp website or mobile applications. Client may request Yelp to install the Yelp Widget by providing Yelp with its website login credentials. Yelp will not share the login credentials with any third party, without the prior written consent of Client and Yelp will delete the login credentials after it has successfully installed the Yelp Widget. Yelp will not be liable to Client for any errors or omissions caused by Yelp’s negligence in installing the Yelp Widget. 

2.6. Remote Entry. Remote Entry is a Yelp Guest Manager feature that allows Patrons to remotely add their party to Client’s waitlist without the requirement of being on Client’s premises. Client agrees that it will enable Remote Entry within 30 days of signing up for Yelp Guest Manager. Yelp may terminate the Agreement if Client does not have Remote Entry enabled after the 30-day period.

2.7. Training. Yelp will provide training, support and documentation for the use and setup of the Services and Service Devices as more specifically set forth in the Purchase Order. If Client requests additional support training, Yelp may provide such training subject to its availability and payment of Yelp’s then-current training fees. Client may also access the support center on the Site.

2.8. Additional Features. Yelp may offer certain optional features and functionalities for Client (“Additional Features”), including but not limited to the ability for Clients to provide targeted offers or deals to Patrons. The use of any Additional Features may require additional fees and require Client to agree to additional terms and conditions specific to those Additional Features, which will be provided to Client at the time Client elects to utilize those Additional Features through Yelp.

2.9 Yelp Guest Manager Trial Plan. Yelp may offer certain eligible Clients the Yelp Guest Manager trial service for a limited number of days. At the end of this trial period, access to the Yelp Guest Manager service will expire and Clients will lose access to the Yelp Guest Manager service.

2.10 Service Configuration and License. Prior to offering the Services to Patrons, Client must use the management interface in the Client Account to provide basic information for each Client location and configure the dates and times for which reservations will be available. That includes, without limitation, providing Client location’s address, operating hours, seating capacity, seating configuration, and any common corporate ownership with other restaurants. Client may also upload photos and additional information which may be displayed to Patrons.

2.11 Acceptance of Reservations. Yelp offers the Service to facilitate and assist Patrons in making reservations or joining waitlists at participating restaurants and other venues, and Patrons make their reservations or joining waitlists based upon the availability of seating at Client. Client agrees to honor all reservations and waitlist requests made through the Service except those canceled pursuant to the terms below. Client may, in its discretion, choose to “overbook” its seating capacity by accepting multiple reservations or waitlist requests for a single time slot, but Client acknowledges and agrees that Client bears sole responsibility for such overbookings, whether made through Service or any other reservation mechanism.

2.12 Cancellation Policy.

(a) Cancellation Policy. The management interface for the Service allows Client to create a custom reservation cancellation policy (i.e. minimum number of hours that a patron needs to give Client notice of a cancellation of a reservation, and the exact cost for improper cancellation or no shows) (“Cancellation Policy”) which will be made available to Patrons on the Site. In the absence of such a custom policy, the default Cancellation Policy allows Patrons to cancel up to 30 minutes prior to the scheduled reservation time. Client agrees to abide by the Cancellation Policy for all reservations made on the Service. Any change to the Cancellation Policy will be effective only for reservations made after such change, and Client’s prior Cancellation Policy will apply to any pre-existing reservations. 

(b) Cancellations. A Patron may cancel a reservation pursuant to the Cancellation Policy through Yelp Reservations or by contacting Client directly. Client agrees to promptly update Yelp Reservations for any cancellations made directly through Client and notify Yelp of any cancellations not made in accordance with this Section. 

2.13  Patron Data Provided To Client with Yelp Reservations and Yelp Guest Manager. The following Patron Data, if known to Yelp, may be made available to Clients for reservations made through Yelp Reservations and waitlist requests made through Yelp Guest Manager: (i) the Patron’s name and phone number; (ii) the Patron’s email address; (iii) any past or present information about the Patron that the Patron has disclosed through the Service, including, but not limited to food allergies, dining history, dietary restrictions, specific seating preferences, and purpose of visit (i.e. special occasion) and (iv) the Patron’s VIP or food critic status.

2.14 Stored Information. Client may store the Patron Data during the Term. Yelp reserves the right to use such Patron Data (i) to perform the Services, (ii) in the aggregate and de-identified manner to assist Yelp in understanding general user trends and preferences for Yelp Reservations and Yelp Guest Manager and (iii) as otherwise permitted by the Client. This information may be made available to Client as well as part of Yelp’s ongoing efforts to improve the Service and provide additional information about Client’s patrons to Client. Yelp may also disclose such information to other restaurants in limited circumstances and without identifying Client during such disclosure, for example if the Patron has identified a food allergy or if the Patron is a VIP or food critic 

2.15 Compliance. In addition to the Parties’ other obligations of confidentiality under this Agreement, each Party will: (i) comply with Yelp’s Privacy Policy (https://www.yelp.com/tos/privacy_policy or another location if Client is informed by Yelp) in effect on the Site at the time the applicable Party receives Patron Data, and all Privacy Laws that apply to Patron Data that comes in the possession of the Parties in connection with this Agreement, and (ii) ensure that such Party and its affiliates or personnel that come in the possession of such Patron data will handle it in accordance with all applicable Privacy Laws at all times.

2.16   Use of Patron Data. 

Unless prior written approval is received from Yelp, Client will not: (a) disclose any Personal Information to unaffiliated third parties; or (b) use Personal Information for any purpose other than: (i) as required to fulfill and process the Patron’s reservation or waitlist request; or (ii) add the Patron to Client’s guest database (if applicable). If Client discloses Personal Information to third parties under shared corporate ownership with Client, Client will ensure that such shared third parties are aware of the Personal Information use restrictions and confidentiality obligations of this Agreement and agree to comply with all applicable Privacy Laws with regard to Personal Information. Client may not use Personal Information for direct marketing unless the Patron has expressly opted-in to receive such marketing communications from Client and Client is able to document such consent for each Patron. For avoidance of doubt, the limitation in the preceding sentence will not apply to any Personal Information obtained by Client through other means not involving the Service, including but not limited to an Patron’s opt-in to Client dining rewards programs operated separately from the Services, or Personal Information collected during the Patron’s visit to Client’s business.

2.17 Payment Card Holds and Cancellation Fees. Yelp itself does not make the decision to impose a fee on Patrons for cancellations. Client, at its sole discretion, may require that Patrons provide a credit or debit card (“Payment Cards”) solely to hold a reservation using Yelp in accordance with Client’s own Cancellation Policy which is presented to the Patron prior to booking. Client may not use Payment Card holds for any purpose other than a violation of the Cancellation Policy, i.e. no prix fixe charges. If Client requires Patrons to use a Payment Card to hold a reservation, Patrons will be required to provide their Payment Card information during the reservation process. Client may take payment card information for reservation holds using either the Guest Manager or Yelp Reservations apps on the Yelp provided iPads (the feature is not available on BOA). If the Patron is a “no-show” and fails to cancel the reservation within the required amount of time set forth in the Cancellation Policy, Client may use Yelp to initiate charging the Patron a fee if such a fee is explicitly set forth in the Client’s Cancellation Policy. Should the Patron challenge the charge through the Patron’s issuing bank (a “chargeback”), Yelp will make a commercially reasonable effort to oppose the chargeback, if Yelp determines, at Yelp’s sole discretion, opposition is merited. If the Patron’s issuing bank enforces the chargeback and Yelp has distributed the charged-back funds to Client, Client agrees to reimburse Yelp the chargeback amount, plus any associated fees, and that Yelp may elect to charge the total amount to Client’s Payment Card on file with Yelp. In the alternative, Yelp may, at its sole discretion, offset the chargeback amount against any other amounts owed by Yelp to Client whether in connection with this Agreement or any other services provided by Yelp to Client.

3. Yelp Advertising Bundled With The Services And Yelp Upgrade Package

3.1    Yelp Advertising. Client may be offered the opportunity to purchase Yelp Advertising programs in conjunction with the purchase of these Services. In the event that Client purchases any of the Yelp Ad Programs set forth in the Master Advertising Terms located here or at http://biz.yelp.com/master_advertising_terms_us, such Yelp Ad Programs are subject at all times to those Master Advertising Terms. In the event that either the Master Advertising Terms or this Agreement are terminated, the non-terminating agreement shall remain in effect until it is terminated or expires pursuant to its terms.

3.2 Yelp Upgrade Package. Client may also be offered the opportunity to purchase the Yelp Upgrade Package to boost your Yelp presence and marketing messages. Yelp Upgrade Package provides enhanced visibility and elevates your marketing strategy, which may incorporate services like Yelp Connect, Yelp profile enhancement, Competitor Ad Removal, Photo Slideshows, Business Highlights, Logo Display, and a compelling Call-to-Action feature. For example, with Yelp Connect, Client can publish engaging promotional content directly to your Yelp business page, effectively reaching Yelp’s large user base.

4. Client Accounts

4.1. Client Account Activity. Client Account Users are only authorized to use their own sub-accounts to access the Client Account. Client will not allow Client Account Users to share their login credentials with any other person. Client is responsible for all activity occurring in connection with the Client Account and will promptly notify Yelp of any actual or suspected unauthorized use of its Client Account or any subaccount. Yelp reserves the right to suspend the Client Account or any sub-account if it determines it may have been used for an unauthorized purpose.

4.2. Limitations. Client agrees that it will not permit any Client Account User or any other person to: (a) permit any person to access or use the Client Account other than an authorized Client Account User; (b) modify, adapt, alter or translate any software underlying the Services or Client Account, except as expressly allowed hereunder; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer access to or use of the Services to any other person; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or algorithms, structure or organization) of any software underlying the Services (including the Client Account); or (e) use or copy the any software underlying the Services (including the Client Account) except as expressly allowed hereunder.

4.3. Client Responsibilities. Client agrees that Client is responsible for the compliance by the Client Account Users with this Agreement and for the Client Account Users’ use of the Services, as well as for ensuring that the Client Account Users maintain the confidentiality of their login credentials. Client agrees that Client is responsible for all charges incurred by the Client Account Users with access to the Services. For greater certainty but without limiting the generality of the foregoing, Client further agrees that Client will not: (a) use or permit the Client Account Users to use the Services except as permitted by this Agreement; (b) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than to the Client Account Users except as expressly contemplated by this Agreement; (c) use or permit the Client Account Users to use the Services to collect, transmit or process: (A) infringing, obscene, threatening, offensive, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (B) any non-public or personally-identifiable data regarding an individual’s financial or economic identity, sexual orientation, religious beliefs, medical or physical identity; (e) use or permit the Client Account Users to use the Services to send, store, publish, post, upload or otherwise transmit any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; (f) continue to use the Services in a manner that interferes with or disrupts the integrity or performance of the Services following a notice from Yelp of such use; (g) attempt to gain unauthorized access to the Services or its related systems or networks; (i)  use or knowingly permit the use of any security testing tools in order to probe, scan or attempt to penetrate or ascertain the security of the Services; (j) use any data mining, robots or similar data gathering or extraction methods of the Services, or the online content of Yelp Inc., or otherwise violate Yelp’s online terms of service; (k) access the Services for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Services; or (l) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Services or any part thereof or otherwise attempt to discover any source code or modify the Services.

5. Service Devices

5.1. Service Devices. Client will be provided access to and use of a new or refurbished Service Device, if indicated on its Purchase Order. Yelp may charge an additional “per seat” fee for each additional Service Device requested by Client. Upon any termination of the Services, Client agrees to return all Service Device(s) to Yelp, or purchase them from Yelp, as set forth below. Client will keep Service Devices free of all security interests, liens and other encumbrances. Client agrees to use the Service Devices only in accordance with instructions prescribed by Yelp and will maintain the Service Devices at its expense during the term of this Agreement. Yelp leases the Service Devices from a third party, who retains title of the Service Device, unless otherwise provided herein.

5.2. Client-provided Device. In the event that the Parties agree to Client’s use of a Client-provided service device in connection with the applicable Services hereunder, Client agrees to install and use the applicable Service app and MDM software.

5.3. Facilities. Client is solely responsible, at Client’s expense, for providing: (i) a suitable location for the installation and operation of the Service Devices, and any other related peripheral equipment and interconnect devices; (ii) any electrical power and any required internet service for Service Devices used by Client; and (iii) any replacement, service, or repair of the Service Devices (excluding reasonable wear). Yelp is not responsible for any reservations or revenue lost during any malfunction of a Service Device or due to misuse of the applicable Service or Service Devices by Client personnel.

5.4. Return of Service Device. Within 30 days after the termination of this Agreement (or the applicable Service Purchase Order Term, if earlier), Client will return all Service Devices to an address designated by Yelp. Service Devices must be returned in the same condition as originally provided to Client, less reasonable wear from usage authorized under this Agreement. Service Devices must be signed out of iCloud and/or any other services prior to returning to Yelp. Alternatively, at Yelp’s discretion, Client may be given the option to purchase the Services Devices instead of returning them, at a price of $600 (per iPad Air or equivalent) and $800 (per iPad Pro or equivalent) plus any applicable taxes. Notwithstanding the foregoing, Yelp retains the right to wipe all of the software on the Service Device and reset the Service Device to its factory settings. Any content Client has on the Service Device will be lost. It is Client’s responsibility to back up its content to another storage service or device before Yelp restores the Service Device to its factory settings.

5.5. ADDITIONAL CHARGES. CLIENT AGREES TO PAY, AND AUTHORIZES CHARGES AGAINST ITS PAYMENT CARD FOR, THE FOLLOWING PLUS ANY APPLICABLE TAXES:  

  1. EXCESSIVE WEAR, DAMAGE AND MAINTENANCE CHARGES UP TO $600 PER IPAD AIR OR EQUIVALENT, OR $800 PER IPAD PRO OR EQUIVALENT, AS DETERMINED BY YELP, IF CLIENT RETURNS AN EXCESSIVELY WORN, DAMAGED, OR POORLY MAINTAINED SERVICE DEVICE;
  2. $600 PER IPAD AIR OR EQUIVALENT, OR $800 PER IPAD PRO OR EQUIVALENT IF YELP IS UNABLE TO RESTORE A RETURNED SERVICE DEVICE TO FACTORY DEFAULTS; AND
  3. $600 PER IPAD AIR OR EQUIVALENT, OR $800 PER IPAD PRO OR EQUIVALENT FOR ANY LOST OR STOLEN SERVICE DEVICE, OR IF CLIENT DOES NOT RETURN A SERVICE DEVICE BY THE END OF THE 14TH DAY AFTER THE TERMINATION OF THIS AGREEMENT (OR THE APPLICABLE SERVICE PURCHASE ORDER TERM), IN WHICH CASE CLIENT SHALL RETAIN POSSESSION AND OWNERSHIP OF SUCH SERVICE DEVICE.
  4. CLIENT MAY PURCHASE AN ADDITIONAL NEW REPLACEMENT METAL KIOSK IPAD STAND FOR $160. PLEASE SPEAK WITH YOUR ACCOUNT REPRESENTATIVE FOR DETAILS.

5.6. MDM software. 

(a) MDM Software. Yelp incorporates a third-party mobile device management program (“MDM software”) on Service Devices for business purposes, including, but not limited to, keeping the software up to date, security, and providing Yelp information on how to improve the Yelp software. The MDM software controls the Service Device and its security settings, manages the applications on the Service Device, and the Service Device’s ability to access, process, use and store any content, activity and other data. 

(b) Consent to Collect and Share Information. The MDM software will enable Yelp to have access to information originating from Client’s use of the Service Device. Therefore, Yelp wants to make sure Client understands what the MDM software will process, collect and store, and how Yelp will use it. Yelp has licensed the MDM software from a third party, and such third party and Yelp will have access and use rights to the content and activity originating from the Service Device. Client agrees to ensure that Client Account Users using the Service Device are aware of the MDM software and explicitly consent to its operation, use, transfer and storing of content and monitoring activity on the Service Device as a condition of its use by the Client Account Users. 

(c) Security and Non-removal. The MDM software is also used for license and policy management, security, change and configuration management, patch management, imaging, inventory resource tracking, and energy management on all Service Devices. Anti-virus software may also be installed, as well as other content and activity monitoring tools, as necessary, to meet Yelp’ business, legal, and security requirements, as further set forth herein. The Client and its Client Account Users are prohibited from removing or disabling the MDM software, unless and until Client has paid Yelp the fee to own the Service Device.

5.7. Notice to Client Account Users. The Client will notify all employees, temporary workers and contractors who have access to and use the Service Device that any Patron Data and Client Usage and Personal Data provided as part of the MDM software will be processed and stored by Yelp and be made available to third party service providers for processing and storing as part of Yelp’ use of the MDM software to provide the Services.

5.8. Client Usage and Personal Data. Client agrees that Yelp may also process and share the Client Usage and Personal Data with certain third parties to manage Client’s Account, send service-related notifications, bill for purchased Services, enforce compliance with this Agreement, facilitate the provisioning of Updates, improve of the MDM software and/or Services, better understand its business needs and comply with its contractual obligations and applicable law. Client Personal Data and Client Usage and Personal Data may also be transferred to Yelp’ affiliates from time to time solely for the purpose of providing the applicable Yelp Services for the benefit of Client. 

5.9. Data Transfers. Client agrees that Patron Data and Client Usage and Personal Data collected or received by Yelp in connection with the download, installation, configuration, maintenance, support and use of the MDM software or Yelp service may be transferred, stored and processed by Yelp and its service providers in the United States or any other country in which Yelp or its affiliates or service providers maintain facilities.

5.10. No liability or Warranties. Yelp is not liable for the loss of any content that Client or Client Account Users place on the Service Device. Client is responsible for removing all content from the Service Device, such as photos, music, contacts, web histories, apps, etc.) as of the applicable date of termination. SERVICE DEVICES ARE PROVIDED “AS IS”. YELP MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICE DEVICES HEREUNDER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.11. Remote Wiping and Locking. Yelp may remotely wipe (erase) any Service Device during the Term or upon termination of this Agreement, including any content and applications on such Service Devices. Client will not hold Yelp responsible for any liability arising from any of the content stored by Client Account Users on the Service Device, which is erased by Yelp, whether during or after the Term. Yelp also may “lock” the Service Device (i.e. render it inoperable) at any time for a violation of this Agreement, or at the end of the Service Device’s applicable subscription term.

6. Fees & Taxes

6.1. Payment. All payments, prices and other amounts relevant to this Agreement are in U.S. Dollars, unless otherwise specified in a Purchase Order. Client agrees to pay Yelp all fees in the amounts, at the times and subject to any other conditions set forth in the applicable Purchase Order (the “Fees”). The Fees are fixed for any time duration commitment specified in any Purchase Order, if applicable. If Client is not under a Purchase Order subject to any time duration commitment Term, Yelp reserves the right to change its Fees at its sole discretion, with such changes being effective upon forty (40) days after sending email notification of such price change to Client’s email address indicated in the Purchase Order. If Client does not agree to increases in the Fees, Client may terminate the applicable Services with the increased fees with effect upon Yelp’s receipt by providing notice of Client’s termination to Yelp by email to Client’s account management contact at Yelp or restaurantsupport@yelp.com prior to the date those new pricing terms go into effect.

6.2. Past Due Amounts. Any amount not paid when due shall bear a late payment charge until paid at the rate of 1.0% per month or the maximum amount permitted by law, whichever is less. If any payment is past due, Yelp shall have the right to take whatever action it deems appropriate (including without limitation suspending or terminating Client’s access and use of the Services). Client agrees to reimburse Yelp for all reasonable costs (including attorneys’ fees) incurred in collecting payments. Notwithstanding anything to the contrary herein, 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 Services purchased or terminating the Agreement. Further, Client agrees to receive text or SMS messages on the mobile device numbers provided to Yelp in connection with the collection past due amounts owed to Yelp.

6.3. RECURRING PAYMENT AUTHORIZATION. IF CLIENT PROVIDES YELP WITH CREDIT CARD, DEBIT CARD, OR BANK ACCOUNT INFORMATION (“PAYMENT METHOD”), CLIENT AUTHORIZES YELP TO USE SUCH PAYMENT METHOD TO AUTOMATICALLY CHARGE CLIENT ON A RECURRING BASIS TO COLLECT ALL FEES DUE HEREUNDER. CLIENT REPRESENTS THAT HE OR SHE IS AUTHORIZED TO INCUR CHARGES AGAINST THE PAYMENT METHOD USED TO PURCHASE THE SERVICES. THE FORM OF PAYMENT METHOD CANNOT BE CHANGED OR ALTERED UNLESS ALL AMOUNTS DUE UNDER THE AGREEMENT HAVE BEEN PAID IN FULL OR OTHERWISE AGREED TO BY THE PARTIES IN WRITING. YELP WILL UPDATE CLIENT’S PAYMENT METHOD AND USE THAT NEW PAYMENT METHOD TO RECEIVE PAYMENT OF FEES DUE IF YELP IS NOTIFIED BY CLIENT’S BANK OR PAYMENT CARD PROVIDER THAT THE PAYMENT CARD INFORMATION HAS CHANGED OR HAS BEEN UPDATED. This Section will in no way limit any other remedies available to Yelp under applicable laws.

6.4. Taxes. The Fees for the Services do not include any excise, excise, sales, use, value added or other taxes, personal property or other taxes, assessments, tariffs, fines, penalties or duties that may be required by federal, state, local, provincial or foreign jurisdictions (collectively, “Taxes”). If Client purchases the Services through the Yelp Guest Manager App, Yelp will remit applicable sales tax on your behalf. This is subject to change upon prior notification to Client. The amount of sales tax will be indicated in Client’s invoice. If Client purchases the Services through a Yelp Reservations sales associate, Client is responsible for paying all applicable sales taxes for the Services in your jurisdiction. In jurisdictions where Yelp has the legal obligation to collect such Taxes, the amount of such Taxes will be invoiced to Client, and Client will pay such amount unless Client provides Yelp with a valid tax exemption certificate authorized by the appropriate taxing authority. Any taxes which are otherwise imposed on payments to Yelp will be Client’s sole responsibility. Client will provide Yelp with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Yelp to establish that such taxes have been paid. Client shall pay promptly and before delinquency all Taxes imposed under current or subsequent law upon sales of taxable goods or services in performance of this Agreement.

7. Intellectual Property

7.1. Ownership of Service and Site. Yelp will retain and own all intellectual property rights to the Service, including any modifications or improvements to the Services.

7.2. Client Information. Client will be responsible for providing Yelp with the Client Personal Data for use in connection with the Services and setting up the Services during the registration process. In addition, Client will provide Yelp with all applicable trademarks, logos and such other images and branding materials (“Client Logos”) to incorporate in the Patron experience, where available. Client is responsible and will indemnify Yelp for any liability resulting from or arising out of Client Personal Data or Client Logos. Yelp will not be responsible or liable for any failure to perform that is caused by Client’s delay in or failure to provide Client Personal Data. Client hereby represents, warrants and covenants that: (i) all required registration information submitted to the Yelp Guest Manager is complete and accurate, and (ii) Client will keep its Client Account up to date with current information.

7.3. License to Client Materials. By providing information or materials to Yelp hereunder (collectively, the “Client Materials”), including Client Data and Client Logos, Client grants Yelp a nonexclusive, royalty-free, perpetual, irrevocable license to use, reproduce, distribute, adapt, and publicly display, in any medium now known or hereafter developed, such Client Materials (and any derivatives thereof) in connection with the applicable Service(s), for analytical or reporting purposes, or in connection with Yelp’s promotional or marketing purposes. As between the Parties, Client retains all right, title, and interest in Client Materials.

7.4. License to Yelp Marks. During the Term, Client may market and promote its business or operation through use of the Yelp name or logos using advertising that has been reviewed and approved in advance by Yelp. However, Client will not advertise any connection with Yelp, nor use Yelp’ name, symbols, or other identifying marks or property (collectively, “Yelp Marks”) nor make any representation, either express or implied, as to Yelp’ promotion or endorsement of Client or Client’s business, without prior written approval by Yelp. In any event, Client agrees that it will not include any Yelp Marks in any advertisement, or in close proximity to any advertisement, for any illegal products or services.

7.5. Reservation of Rights. Except for the licenses granted in this Section 8, neither Party intends to grant, or actually grants any license, covenant not to sue, or any other immunity or right in connection with this Agreement under any intellectual property rights of that Party, whether by implication, statute, inducement, estoppel or otherwise, and each Party hereby reserves all of its rights other than the rights explicitly granted in this Agreement.

8. Restrictions on Use of Services

8.1. Prohibited Actions. As a conditions of Client’s use of the Services, Client represents and warrants that it will not engage in, nor allow any third party under Client’s control to engage in, any activity related to the Service that is unlawful or prohibited, including, but not limited to: (i) use of the Services to transmit or otherwise distribute any advertisement or content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, that contains viruses, or is otherwise objectionable, as reasonably determined by Yelp; (ii) send SMS (text) messages to Patrons that contain promotional or marketing content without prior express written consent and as approved by Yelp obtained by Client through the Services unless Client has received prior express written consent from the Patron to do so, as required under the Telephone Consumer Protection Act of 1991, as amended, (ii) interfering or attempting to interfere with the proper working of the Services or prevent others from using the Service; (iii) using the Services for any fraudulent or unlawful purpose (iv) violating intellectual property rights; (v) accessing, tampering, or gaining access to any part of the Services that Client is not authorized to access, including information for other Client Accounts on the Service; (vi) removing, circumventing, disabling, damaging or otherwise interfering with any security-related features of the Services; or (vii) decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or underlying ideas or algorithms of the Services or of Yelp software.

8.2. No Review Solicitation. During the Term of the Agreement, Client will not directly (through its own products and services) or indirectly (hiring or inducing a third party to do so on Client’s behalf) solicit Patrons (in email campaigns or otherwise) to write and submit reviews, commentary or feedback about Client or Client’s services (regardless of whether the user receives any compensation or consideration), on any Internet or mobile application user generated content platforms, such as Yelp, Google, Twitter, Facebook, etc. Yelp strictly enforces this restriction in the interest of protecting consumers from artificially inflated, hand-picked reviews which do not reflect the typical user experience.

8.3. Violations. Violation of any of this Section may result in immediate termination of this Agreement, among other available remedies, at Yelp’ sole discretion, and may subject Client to state and federal penalties and other legal consequences. Yelp reserves the right, but will have no obligation, to review Client’s use of the Service, including in relation to user complaints or disputes, in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.

9. Term and Termination

9.1. Term. The term of this Agreement will begin on the date Client accepts the terms and conditions of this Agreement and continues until terminated, as set forth under this Agreement (the “Term”). If a Purchase Order specifies a Term, the Agreement will renew on a month-to-month basis after the end of the Term until notice of termination is provided by Client or Yelp in accordance with the subsections below and the applicable Purchase Order.

9.2. Termination by Yelp. Yelp may terminate this Agreement at any time, for any or no reason, by providing notice to the Client via any email address provided by Client in connection with its Client Account or Yelp Business Account, or by overnight courier service to the address on file with Yelp.

9.3. Termination by Client. Unless otherwise set forth in a Purchase Order and subject to any applicable Early Termination Fees, Client may terminate a Service or this Agreement on any day of the month by providing thirty (30) days written notice, including email, to Client’s account management contact at Yelp. If Client pays in advance, then Yelp will prorate the invoice amount to reflect the partial termination month. If an Early Termination Fee applies, Client will pay the applicable Early Termination Fee as further set forth below.

9.4. Refund or Payment upon Termination. If the Agreement is terminated by Client in accordance with this Section, Yelp will refund Client any prepaid fees for Services unrendered after the effective date of termination. Client will pay any unpaid and outstanding fees owed to Yelp up to and including through the effective date of termination. In no event will termination relieve Client of its obligation to pay any fees payable to Yelp for the period prior to the effective date of termination, and such obligation to pay will survive any termination of this Agreement.

9.5. Effect of Termination. Notwithstanding anything to the contrary, in the event of any termination, Client will remain liable for any amount due under this Agreement through the effective date of termination, and any amount that may later become due as a result of a chargeback under Section 2.17 and such obligation to pay will survive any termination of this Agreement. Upon termination of this Agreement, any licenses provided by Yelp to Client under this Agreement will terminate and Client will immediately remove and cease any use of the icons or other trademarks or logos belonging to the other. Section 5.4 “Return of Service Device”, Section 5.5 “Additional Charges”, Section 5.11 “Remote Wiping and Locking”, Section 6.2 “Past Due Amounts”, Section 9.4 “Refund or Payment upon Termination”, Section 9.5 “Effect of Termination”. Section 9.6 “Early Termination Fee”, Section 11 “Indemnification”, Section 12 “Confidentiality”, and Section 13 “Warranty Disclaimer and Limitation of Liability”, and Section 14 “Miscellaneous” will survive the termination of this Agreement for any reason.

9.6. EARLY TERMINATION FEE THIS SECTION IS ONLY APPLICABLE IF THERE IS AN “EARLY TERMINATION FEE” IN A PURCHASE ORDER. RECOGNIZING THE DISCOUNTED PRICING OFFERED BY YELP IN EXCHANGE FOR THE TERM, AS WELL AS THE UP-FRONT SALES, SETUP, AND OPPORTUNITY COSTS THAT YELP BEARS IN CONNECTION WITH THE PURCHASE ORDER, AND OTHER DAMAGES THAT BEAR A REASONABLE RELATIONSHIP TO THE RANGE OF ACTUAL DAMAGES THAT, AS OF THE EFFECTIVE DATE, THE PARTIES ANTICIPATE WOULD FLOW FROM AN EARLY TERMINATION BY CLIENT, CLIENT AGREES TO PAY THE EARLY TERMINATION FEE SET FORTH IN ANY ORDER DETAILS FORM, IF CLIENT TERMINATES SUCH PURCHASE ORDER AFTER THE EFFECTIVE DATE AND BEFORE THE END OF ITS TERM.

10. Representation and Warranties

10.1. Yelp Warranties. Yelp represents and warrants to Client that: (i) Yelp has the right to enter into this Agreement and to grant the rights and licenses granted to Client under this Agreement; (ii) this Agreement is a valid and binding obligation of Yelp; and (iii) it has obtained and will maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations.

10.2. Client Warranties. Client represents and warrants to Yelp that: (i) Client has the right to enter into this Agreement and to grant the rights and licenses granted to Yelp under this Agreement; (ii) this Agreement is a valid and binding obligation of Client; and (iii) it will use the Service in compliance with all applicable local, state, national and international laws, rules and regulations, and Privacy Laws; (iv) it has obtained and will maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and implementing regulations. Client further agrees to obtain all required consents from users as required under applicable laws, rules and regulations (including without limitation the Telephone Consumer Protection Act for text messages and the CAN-SPAM Act and Canadian Anti-SPAM Legislation). Further, Client hereby represents and warrants to Yelp that: (x) it will remain fully responsible for all access to and use of the Service and Management Account through Client’s Account IDs’ login name and password, including access to any features the use of which results in monetary charges to Client, whether or not Client has knowledge of or authorizes such access and use; (y) it will not share or provide access to Client’s Management Account and Account IDs’ login name and password to any third parties, and will use best efforts to protect the secrecy of Client’s login name and password;  and (z) it has provided and will continue to provide Yelp with accurate and complete account and other information, and will inform Yelp in writing of any changes or updates to such information during the term of this Agreement.

11. Indemnification

Client will defend, indemnify and hold harmless Yelp and its agents, officers, directors and employees, from and against any and all third party claims, actions, losses, damages, liabilities, costs and expenses (including, but not limited to, attorney fees and costs) (collectively, a “Third Party Claim”) arising out of or in connection with: (i) any breach or alleged breach by Client of this Agreement or of the representations and warranties made by Client in this Agreement, (ii) failure to obtain the express consent to the disclosures and conditions of use from Client Account Users; and (iii) Client and Client’s employees and agents use of the Service and any information obtained through the Service. Yelp’s right to indemnification is conditioned upon the following: (1) reasonably prompt written notice to Client of any Third Party Claim for which indemnification is sought, provided that failure by Yelp to provide such notice will not release Client of its indemnity obligations hereunder, unless Client is materially prejudiced by Yelp’ failure to give such prompt notice; (2) providing control of the investigation, preparation, defense and settlement thereof to Client; and (3) providing reasonable cooperation at Client’s request and expense, in the defense of the Third Party Claim. Yelp will have the right to participate in the defense of a Third-Party Claim with counsel of Yelp’s choice at Yelp’s expense. Client will not, without the express written consent of Yelp, settle or compromise any Third-Party Claim, or consent to the entry of any judgment that imposes any liability or obligation upon Yelp or admits any wrongdoing on the part of Yelp.

12. Confidentiality

The receiving Party will not use or disclose the Confidential Information of the other Party for any purpose except to the extent necessary to perform its obligations under this Agreement and to exercise its respective rights and licenses under this Agreement, provided, however, that each Party may disclose the terms and conditions of this Agreement (i) in confidence to its external auditors, attorneys and advisors; (ii) as required by law, with prior notice to the disclosing party and with confidential treatment or other or other confidentiality protection to the extent available; (iii) as required or advisable in connection with the requirements of a public offering, securities filing, securities exchange rules or other applicable securities laws or regulations; (iv) to the competent courts or arbitration bodies in connection with the enforcement or defense of its rights hereunder under confidentiality protection to the extent available; and (v) to the legal or financial representatives of a third party conducting a due diligence investigation in connection with a financing or the acquisition or disposition of a business or assets relating to this Agreement, provided that such disclosure is made pursuant to a confidentiality obligations at least as protective as this Agreement. Each Party will take the same measures to protect the Confidential Information of the other Party as it takes with respect to its own Confidential Information of like or similar importance, but in no event less than a reasonable degree of care given the sensitivity and strategic value of such Confidential Information. Nothing in this Agreement will prevent the receiving Party from disclosing Confidential Information to the extent the receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the receiving Party will (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

13. Warranty Disclaimer and Limitation of Liability

13.1. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ANY MATERIALS PROVIDED BY YELP IN ACCORDANCE WITH THESE TERMS (INCLUDING ALL CONTENT, SOFTWARE, MATERIALS AND INFORMATION) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YELP DISCLAIMS ALL OTHER EXPRESS WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICE OR ANY MATERIALS PROVIDED BY YELP (1) WILL MEET THE REQUIREMENTS OF THE OTHER PARTY, OR (2) WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. YELP FURTHER DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE AND ANY MATERIALS PROVIDED BY YELP INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE.

13.2. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL YELP BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF CLIENT OR CLIENT’S AUTHORIZED REPRESENTATIVE, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. WITHOUT LIMITING THE FOREGOING, YELP WILL NOT BE LIABLE TO CLIENT FOR ANY CHANGES WHICH YELP MAY MAKE TO THE SERVICES, OR FOR (A) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICES); (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH CLIENT’S USE OF THE SERVICES; (C) CLIENT’S FAILURE TO PROVIDE YELP WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (D) ANY LIABILITY RESULTING FROM CLIENT’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR (E) CLIENT’S FAILURE TO ACCESS THE SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY CLIENT. EXCEPT FOR AMOUNTS EXPRESSLY DUE AND OWING HEREUNDER, IN NO EVENT WILL YELP AND ITS AFFILIATES’ TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, INDEMNIFICATION OR OTHERWISE) EXCEED THE AMOUNT RECEIVED BY YELP FROM CLIENT DURING THE ONE YEAR PERIOD PRIOR TO THE EVENT GIVING RISE TO THIS CLAIM.

13.3. Responsibility for Patron Interactions. Client acknowledges that Yelp is not in any way responsible for any in-person interactions with a Patron as a result of a Client’s use of the applicable Services provided by Yelp hereunder or for a Patron’s consumer experience at Client. Client is solely responsible and liable for (i) any communications with Patrons by Client personnel, whether through the applicable Service or otherwise; (ii) Patron’s experience at Client; and (iii) compliance with any food and beverage related laws, including, but not limited to, applicable laws and regulations on the provision of alcohol to minors or inebriated parties. Client agrees to indemnify Yelp for any claims arising out of or in connection with the foregoing.

13.4. Timing. Each party must make any claim against the other party in connection with this Agreement, other than for outstanding payment amounts owed to Yelp by Client, within 12 months of the respective cause of action arising, otherwise the claim will be deemed waived by the other party.

14. Miscellaneous

14.1. Governing Law and Arbitration.  Any controversy or claim arising out of or relating to this 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 this Agreement. 

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 THE PLACE OF PERFORMANCE OF THIS AGREEMENT. 

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 THIS SECTION 15.1, AND THIS SECTION 15.1 IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.

14.2. Partial Invalidity. If any provision in this Agreement is found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement are being performed, then the meaning of that provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Agreement, which will remain in full force and effect. In such event, the Parties will negotiate, in good faith, a substitute, valid and enforceable provision which most nearly affects the parties’ intent in entering into this Agreement.

14.3. Independent Contractors. The relationship of Yelp and Client is one of independent contractors, and nothing contained in this Agreement will be construed to (i) give either Party the power to direct and control the day-to-day activities of the other, (ii) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Client to create or assume any obligation on behalf of Yelp for any purpose whatsoever. All financial obligations associated with Client’s business are the sole responsibility of Client.

14.4. Modification and Waiver. Yelp may modify this Agreement from time to time. Yelp will provide notice of any material modifications to the Agreement via an email to Client at least 45 days in advance of the modification taking effect. Client’s continued use of the Services after the effective date of the modification constitutes acceptance of the modified terms. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, will operate as a waiver of any such right, power or remedy.

14.5. Assignment. This Agreement may not be assigned by Client without the prior consent Yelp, which will not be unreasonably withheld or delayed, except that Client may assign this Agreement to a successor in connection with a merger, consolidation reorganization, reincorporation, or sale of all or substantially all of such Party’s business related to this Agreement, provided that such successor agrees in writing to assume and be bound by all the provisions of the Agreement. Any purported transfer, assignment, or delegation without such prior written consent will be null and void. Yelp may assign or transfer this Agreement for any reason. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s successors and permitted assigns.

14.6. Notices. 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 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 papers must be sent to the Legal Department, Yelp Inc., 140 New Montgomery Street, San Francisco, CA 94105. For contractual purposes, Client (i) consents to receive communications from Yelp in an electronic form, and (ii) agrees that all terms and conditions, agreements, notices, disclosures, and other communications that Yelp provides electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect Client’s statutory rights.

14.7. Force Majeure. Except for Client’s obligations to pay Yelp hereunder, neither Party will be liable to the other Party for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, epidemics, earthquakes, strikes, civil disturbances, or similar causes.

14.8. Entire Agreement. This Agreement and any additional guidelines linked to within this Agreement constitute the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement or understandings, whether oral or written with respect to the subject matter hereof. In the event of a conflict in terms between the terms and conditions contained in this Agreement and a Purchase Order, the Purchase Order will prevail, in descending priority in the event of multiple Purchase Orders are in place. Any purchase of Yelp advertising is addressed independently by the Yelp Master Advertising Term, and not this Agreement. The Parties may enter into subsequent Purchase Orders for additional or different Services by referencing this Agreement. If Client has entered into another agreement with Yelp for any of the Services hereunder, Client agrees that Yelp will continue to provide such Service(s) in accordance with the applicable purchase order, Purchase Order or agreement previously agreed to by the parties, provided that, such Services will be provided under, and subject to, the terms and conditions of this Agreement and that, in the event of any conflict, this Agreement will control over any and all prior agreements.

14.9. California Consumer Privacy Act.  In order for both Client and Yelp to comply with the California Consumer Privacy Act and its implementing regulations (“CCPA“), the CCPA requires that service providers (such as Yelp) agree to limit personal information processing to what is necessary for the service provider to fulfill its contractual obligations. By entering into this Agreement, Client instructs Yelp to use, retain and disclose personal information only to provide the Services and to perform its other obligations and exercise its rights under the Agreement, or as otherwise allowed under the CCPA. It is the parties’ intent that Yelp is a service provider and not a third party with respect to such personal information. Yelp shall not (a) sell any personal information; or (b) retain, use or disclose any personal information for any purpose other than for the specific purpose of providing the Services or as otherwise allowed under the CCPA, or outside of the direct business relationship between Yelp and Client. Yelp hereby certifies that it understands its obligations under this Section and will comply with them.

#END OF AGREEMENT#