This Yelp Leads Program Agreement ("Agreement") is effective as of the date specified in the accompanying Order Form ("Effective Date") entered into between the partner identified in the Order Form or incorporating agreement ("Partner") and Yelp Inc., a Delaware corporation with its principal office at 350 Mission Street, 10th Floor, San Francisco, California, 94105 ("Yelp").

This Agreement may be incorporated by reference into an Order Form, or amendment thereto. In the event of any conflict between this Agreement and an incorporating document (other than with respect to economic terms, which shall be governed by the incorporating document), the terms of this Agreement shall control with respect to the Leads Program and Customer Data.

Agreement

The Parties agree to a collaboration designed to enhance each other's online products and services. Under this Agreement, Yelp shall grant the Partner access to Yelp’s Leads API, enabling the Partner's business clients (“Business Client(s)”) to receive and respond to the potential consumer leads for the Business Clients generated through Yelp's Request-A-Quote feature, which allows consumers on Yelp to message Business Clients directly through Partner’s online portal (the “Leads Program”). Additionally, the Partner may guide its Business Clients in creating or claiming a business listing ("Yelp Business Listing") on Yelp’s platform ("Yelp Platform").

Term and Termination. The term of this Agreement is specified in the Order Form. Either Party may terminate this Agreement if the other Party (the "Breaching Party") materially breaches any provision of this Agreement, including any breach of the Additional Legal Terms outlined in the Order Form, and fails to cure such breach within thirty (30) days of receiving written notice from the non-breaching Party, or as otherwise specified in the Order Form. Termination will be effective immediately upon the expiration of the cure period if the breach is not remedied.
Product Integrations. Yelp shall offer technical support to Partner during the integration process where Partner integrates with Yelp’s APIs and incorporates Yelp URL(s).
1. To manage and respond to Yelp-driven leads (“Request-A-Quote” or “RAQ”):
  1. Partner may offer Business Clients the ability to respond to Yelp-driven leads via Leads API. Such access is available to all Partner Business Clients who have claimed their Yelp listing.
  2. Partner sets up authorization and webhooks. Once setup is complete, Partner shall be notified of every new RAQ interaction for the businesses it has subscribed to.
  3. Partner may use the “read” APIs (Get Lead/ Get Interaction events) to get the full list of interaction events for a particular lead.
  4. Partner may use the “write” APIs to reply to a lead, mark a lead as “read” or as “replied outside of Yelp.”
2. To create and/or claim a Business Client’s Yelp listing in order to enable their Request a Quote feature on Yelp:
  1. Partner may prompt Yelp-eligible Business Clients during initial Client onboarding to create and/or claim their Yelp page.
  2. Partner may redirect users to https://biz.yelp.com/claim and merchandise the claim prompt throughout its platform to increase enablement of Request a Quote for its Business Clients.
Access to Leads API. Yelp shall provide Partner with access to the Leads API to help its Business Clients receive and respond to Yelp consumer leads that are generated through Request a Quote. Then, through OAuth, Partner’s Business Clients shall provide permission and delegated access for the Partner to surface Yelp generated leads from the Business Client’s Yelp business account into the Partner’s platform. Partner may only access and use the Leads Program through its own account and Partner shall not share its credentials with any other person or third-party.
Economics. Any economic arrangement between Yelp and the Partner shall be set forth in the Order Form.
Yelp Leads Policy. Partner shall communicate the following requirements to its Business Clients when using Yelp’s Leads API to receive, respond to, and manage Yelp-generated leads in Partner’s platform.
1. If AI-generated or artificial voices are used to initiate contact via telephone or SMS, Partner must ensure the Business Client has obtained Prior Express Written Consent (PEWC) that specifically names the caller and the use of automated technology, as required by the TCPA and applicable state laws."
2. Be Who You Say You Are: Only Business Clients and their authorized representatives (e.g., agents, resellers, or software providers) are permitted to respond to Yelp Request-A-Quote messages.
3. Be Direct: Responses should directly address the quote request. If the user inquires about availability, the response should address this without ignoring the primary question or diverting the consumer to a phone call.
4. Provide Authentic Responses: Avoid using templates or inauthentic language when responding. While some templating is acceptable to maintain brand voice, avoid mindless copy-pasting. Word choice should vary between responses. AI-generated responses are permitted, but they must be reviewed by human staff to ensure authenticity and compliance with the FTC's guidelines on authentic reviews. Auto-responders are discouraged.
5. Comply with Applicable Regulations: Responses must comply with all applicable laws and regulations, including but not limited to HIPAA, CAN-SPAM, and the FTC's rules on authentic reviews and the use of AI. The FTC requires that AI-generated content be clearly disclosed and reviewed by humans to ensure it accurately reflects the business's stance or experience.
6. Prohibition of Fake Reviews: The Partner must ensure that no fake reviews are created, purchased, or solicited. All reviews must be based on actual consumer experiences and must not misrepresent the identity or experience of the reviewer.
7. Disclosure of AI Use: If AI is used in generating responses or reviews, this must be clearly disclosed to consumers to maintain transparency and avoid misleading them about the source or authenticity of the content.
8. Additionally, Partners are encouraged to share the following material with its Business Clients: 4 tips for turning job requests into sales (Yelp Blog, 2024).
Compliance with Applicable Laws and Data Protection.
1. (i) Definitions and Role of Parties.
  For the purposes of this Agreement:
  (a) "Privacy Laws" means all applicable laws and regulations relating to the processing of personal data, including: (1) the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA/CPRA"); (2) other comprehensive US state privacy laws (Virginia, Colorado, Connecticut, Utah, and any additional states with privacy laws effective during the Term); (3) Canada's Personal Information Protection and Electronic Documents Act ("PIPEDA"); (4) provincial privacy laws in Canada, including Quebec's Law 25, British Columbia's Personal Information Protection Act, and Alberta's Personal Information Protection Act; and (5) any other applicable federal, state, or provincial privacy or data protection laws.
  (b) "Personal Information," "Personal Data," and "Customer Data" shall be used interchangeably to refer to any information that identifies, relates to, describes, or is reasonably capable of being associated with or linked to an identified or identifiable individual or household.
  (c) Role of Parties: Yelp is the business that collects Personal Information and determines the purposes and means of processing. Partner acts as a "Service Provider" or "Processor" (as defined under Privacy Laws) with respect to Personal Information received from Yelp. Partner shall process Personal Information only on behalf of Yelp and solely for the specific business purposes of facilitating the Leads Program as described in this Agreement.
  (ii) Restrictions on Use and Disclosure.
  (a) Purpose Limitation: Partner shall not retain, use, or disclose Personal Information for any purpose other than the specific business purposes specified in this Agreement or outside the direct business relationship with Yelp.
  (b) Prohibition on Sale and Sharing: Partner is strictly prohibited from: (A) "Selling" or "sharing" (as defined by CCPA/CPRA) any Personal Information received from Yelp; (B) disclosing Personal Information for consideration or for cross-contextual behavioral advertising; or (iii) using Personal Information for any commercial purpose other than performance of the Leads Program.
  (c) No Data Combination: Partner shall not combine Personal Information received from Yelp with Personal Information from other sources, except as expressly permitted by Privacy Laws for the specific business purposes of this Agreement.
  (d) Third-Party Sharing: Partner shall obtain Yelp's prior written consent before sharing, transferring, or disclosing Personal Information to any third party, including subprocessors, cloud service providers, or analytics vendors.
  (iii) Masking Protocol and De-Identification.
  (a) Masked Credentials: Yelp provides certain Personal Information, specifically consumer phone numbers and email addresses, in a masked or proxied format to protect consumer privacy Yelp.
  (b) Validity Period: Masked credentials shall remain active for the duration of the lead lifecycle or up to thirty (30) days from lead generation, whichever is longer, but in no event longer than the 180-day retention period specified in Section 6.4(a).
  (c) No Circumvention: Partner shall not, and shall ensure its Business Clients do not, attempt to unmask, de-anonymize, reverse-engineer, or bypass the masking technology, except via authorized features explicitly provided by Yelp. Partner shall strictly ensure that any Email Forwarding or relay features do not reveal unmasked credentials in email headers, metadata, or "Reply-To" fields.
  (d) Post-Expiration Prohibition: Partner shall ensure that no communication is attempted using masked credentials after their expiration.
  (iv) Data Retention and Deletion.
  (a) Retention Limit: Partner shall not retain Personal Information for longer than is reasonably necessary to achieve the business purposes specified in this Agreement. (b) Deletion Requirement: Upon the earlier of: (A) the Personal Information no longer being necessary for the Leads Program; (B) Yelp’s written request; or (C) the termination of this Agreement, Partner shall securely delete or destroy all Personal Information, including all copies and backups, except as required by applicable law. (c) Certification: Upon Yelp’s request following the termination of this Agreement, Partner shall provide a written certification signed by an authorized officer confirming that all Personal Information has been securely deleted in accordance with this Section.
  (v) Subprocessors and Flow-Down Obligations.
  (a) Written Agreements Required: Any third party engaged by Partner to receive Personal Information must be bound by a written agreement imposing data protection, confidentiality, and security obligations no less protective than this Agreement.
  (b) Partner Liability: Partner remains fully and primarily liable for any acts or omissions of its subprocessors that result in unauthorized access, use, disclosure, or breach of Personal Information.
  (c) Subprocessor Transparency: Partner shall maintain a current list of all subprocessors with access to Personal Information and provide it to Yelp within five (5) business days of request, including: (A) legal name and contact information; (B) services provided; (C) geographic location(s) of data storage/processing; and (D) date access was granted.
  (vi) Security Safeguards. Partner shall implement and maintain reasonable security procedures and practices, including administrative, physical, and technical safeguards, appropriate to the nature of the Personal Information and designed to protect such information from unauthorized access, destruction, use, modification, or disclosure. Such measures shall meet or exceed prevailing industry standards for the protection of similar data.
  (vii) Data Breach Notification.
  In the event of any unauthorized access, acquisition, use, or disclosure of Personal Information (a "Data Breach"), Partner shall: (a) Notification: Notify Yelp without unreasonable delay, and in no event later than forty-eight (48) hours after discovery, via email to [[email protected]]; (b) Cooperation: Provide Yelp with all information reasonably requested regarding the nature and scope of the Data Breach and cooperate fully in its investigation and remediation; and (c) Costs: Bear all reasonable costs and expenses associated with the Data Breach, including any consumer notifications required by Privacy Laws, to the extent the breach resulted from Partner’s acts or omissions.
  (viii) Disclosures to Business Clients.
  (a) Yelp authorizes Partner to disclose Personal Information to Business Clients solely to enable response to consumer leads.
  (b) Partner shall ensure each Business Client is bound by written agreement containing protections no less stringent than this Section, specifically prohibiting use for purposes other than responding to the consumer inquiry and requiring compliance with Privacy Laws.
  (ix) Record-Keeping and Monitoring.
  (a) Compliance Documentation: Partner shall maintain adequate records to demonstrate its compliance with the privacy and security obligations set forth in this Section 6 and shall make such records available to Yelp upon reasonable request. (b) Annual Certification: Upon Yelp’s written request (no more than once per calendar year), Partner shall provide a written certification signed by an authorized officer confirming its ongoing compliance with this Section 6. (c) Notification of Non-Compliance: Partner shall immediately notify Yelp if it determines it can no longer meet its obligations under applicable Privacy Laws. Upon such notice, Yelp shall have the right to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information.
  (x) Notification of Non-Compliance.
  Partner shall immediately notify Yelp if it determines it can no longer meet its obligations under applicable Privacy Laws. Upon such notice, Yelp reserves the right to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information.
Economics Any economic arrangement between Yelp and Partner shall be set forth in the Order Form or incorporating agreement.
Partner Terms: If applicable, Partner represents and warrants that it has the authority as an agent to bind its Business Clients to the terms of this Agreement, and that all of Partner’s actions related to this Agreement shall be within the scope of such relationship. Partner further represents and warrants that any consumer leads surfaced through the Leads API have provided valid, 1:1 Prior Express Written Consent for the Business Client to contact them using automated or AI technology. Partner shall defend, indemnify, and hold harmless Yelp and each of its affiliates, employees from claims resulting from Partner’s breach, or alleged breach, of this Section. Upon request, Partner shall make available to Yelp written confirmation of the relationship between Partner and the respective Client.
Indemnification.
(i) Indemnification by Yelp: Yelp shall indemnify, defend, and hold harmless Partner against all Losses finally awarded by a court of competent jurisdiction arising out of any Action by an unaffiliated third party alleging that the Yelp APIs or Yelp Marks, when used strictly in accordance with this Agreement, infringe a United States patent, copyright, or trademark of such third party.
(ii) Exclusions: Yelp shall have no obligation to indemnify Partner for any Action to the extent it arises from: (a) User-Generated Content (UGC), including but not limited to consumer reviews, photos, or metadata; (b) any modification of the Yelp APIs by any party other than Yelp; (c) the combination of the Yelp APIs with any Partner software or third-party services; (d) any breach of the Yelp Leads Policy set forth in Section 5 by Partner or a Business Client, including but not limited to failures regarding authentic responses, disclosure of AI use, or the prohibition of fake reviews; or (e) Partner’s failure to use the most recent version of the Yelp APIs provided by Yelp.
(iii) Indemnification by Partner: Partner, as an Indemnifying Party, shall indemnify, defend, and hold harmless Yelp and its Indemnified Parties against all Losses (including, but not limited to, reasonable attorneys' fees, statutory damages under the TCPA and state mini-TCPA laws, expert witness fees, forensic investigation costs, regulatory fines, penalties, settlements, and consumer notification costs) arising out of or resulting from any Action by a third party, consumer, Business Client, or governmental or regulatory authority related to or arising out of:
(a) Platform and Services: The Partner Dashboard or Partner's online platform or portal, including any content, material, software, or services displayed or provided thereon (excluding Yelp Content and Yelp IP used strictly in accordance with this Agreement);
(b) Intellectual Property Misuse: Partner's use of Yelp IP, Yelp APIs, or Yelp Content in any manner not expressly authorized by this Agreement or in violation of Section 10(c) (Restrictions on Use of Yelp Content);
(c) Data Protection and Privacy Violations: Partner's breach of Section 6 or Section 6(a) (Compliance with Applicable Laws and Data Protection), including but not limited to:
A. Any Data Breach (as defined in Section 6(a)(iv)) involving Customer Data while in the possession, custody, or control of Partner or any of its subprocessors or third-party service providers;
B. Failure to implement required security safeguards;
C. Unauthorized retention, use, disclosure, or sharing of Customer Data;
D. Failure to delete Customer Data in accordance with the retention requirements;
E. Any violation of the California Privacy Rights Act (CPRA), California Consumer Privacy Act (CCPA), or other applicable federal or state privacy laws;
(d) Regulatory Fines and Penalties: Any fines, penalties, assessments, or sanctions imposed by any governmental authority (including but not limited to the California Attorney General, Federal Trade Commission, or state attorneys general) arising from Partner's handling, processing, storage, or protection of Customer Data, or Partner's failure to comply with applicable consumer protection, privacy, or data security laws;
(e) Consumer Claims: Any claims brought by consumers whose personal information was included in Customer Data, including but not limited to claims for violation of privacy rights, identity theft, fraud, or emotional distress arising from Partner's acts or omissions;
(f) Business Client Claims: Any claims brought by Business Clients arising from Partner's handling of their Yelp leads or Customer Data, or Partner's violation of the Yelp Leads Policy set forth in Section 5;
(g) Subprocessor Acts: Any acts or omissions of Partner's subprocessors, vendors, contractors, or other third parties to whom Partner has provided access to Customer Data, regardless of whether such access was approved by Yelp.
(iv) Indemnification Process:
(a) Notice: The Indemnified Party shall notify the Indemnifying Party promptly in writing of any claim for indemnification hereunder; provided, however, that the failure of the Indemnified Party to provide prompt notice shall not excuse the Indemnifying Party of its indemnification obligations except to the extent such failure materially prejudices the Indemnifying Party's ability to defend the claim.
(b) Control of Defense: The Indemnifying Party shall have the right to control the defense and settlement of any Action subject to indemnification, provided that: (1) the Indemnifying Party promptly acknowledges its indemnification obligations in writing; (2) the Indemnifying Party retains competent legal counsel reasonably acceptable to the Indemnified Party; and (3) the Indemnified Party is provided with regular updates on the status of the defense.
(c) Cooperation: The Indemnified Party shall provide, at the Indemnifying Party's expense (to the extent of actual out-of-pocket expenses only), all reasonably necessary assistance, information, documentation, and authority to allow the Indemnifying Party to defend such Action.
(d) Settlement Restrictions: The Indemnifying Party shall not enter into any settlement or consent to any judgment that: (1) includes any admission of liability, fault, or wrongdoing on the part of the Indemnified Party; (2) imposes any obligation or restriction on the Indemnified Party; or (3) does not include a full and unconditional release of the Indemnified Party, in each case without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed.
(e) Right to Participate: The Indemnified Party shall have the right, but not the obligation, to participate in the defense of any Action with counsel of its own choosing and at its own expense. If the Indemnifying Party fails to assume the defense of any Action within thirty (30) days after receiving notice, the Indemnified Party may assume such defense, and the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs and expenses (including attorneys' fees) incurred in connection with such defense.
Warranty Disclaimers and Limitation of Liability.
1. PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE YELP TO PARTNER. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS PARTNER MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. BY ACCESSING OR USING THE SERVICE, PARTNER REPRESENTS THAT PARTNER HAS READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. PARTNER IS GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
2. THE REQUEST A QUOTE FEATURE, API’S AND YELP PLATFORM (THE “SERVICE”) ARE MADE AVAILABLE TO PARTNER ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT YELP MAY NOT MONITOR, CONTROL, OR VET USER CONTENT OR THIRD PARTY CONTENT. AS SUCH, PARTNER’S USE OF THE SERVICE IS AT PARTNER’S OWN DISCRETION AND RISK. YELP MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, INCLUDING WITHOUT LIMITATION THE SECURITY OF PARTNER’S DATA, OR THE SERVICE CONTENT. ACCORDINGLY, YELP IS NOT LIABLE TO PARTNER FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE’S INOPERABILITY, SERVICE UNAVAILABILITY, SECURITY VULNERABILITIES OR FROM PARTNER'S RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT OR OMISSION OF CONTENT, ORDER, AND DISPLAY), METRICS OR OTHER CONTENT FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.
3. YELP MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE OR THAT OFFER GOODS OR SERVICES THROUGH THE SERVICE, OR THE REQUESTS FOR SERVICE OR THE SERVICE’S USERS. ACCORDINGLY, YELP IS NOT LIABLE TO PARTNER FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE FROM ANY SUCH THIRD PARTY’S ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES PARTNER'S CONTENT, IDENTITY OR PERSONAL INFORMATION.
4. PARTNER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE PARTNER'S TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
5. Partner’s Liability. EXCEPT FOR (A) PARTNER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (B) PARTNER’S BREACH OF SECTION 6 (COMPLIANCE WITH LAWS AND DATA PROTECTION), AND (C) PARTNER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, PARTNER’S MAXIMUM AGGREGATE LIABILITY TO YELP UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM.
6. Yelp’s Liability. EXCEPT FOR YELP’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, YELP’S MAXIMUM AGGREGATE LIABILITY TO PARTNER FOR LOSSES OR DAMAGES IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT IS LIMITED TO $10,000.00.
7. Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS OR REVENUE, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 11 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.
Arbitration and Choice of Law.
1. Partner and Yelp agree that, except for Excluded Business Claims, any claim, controversy or cause of action arising out of or relating to this Agreement, or the breach thereof, shall be settled through final and binding Arbitration to be administered by National Arbitration and Mediation (“NAM”) and governed by NAM’s Comprehensive Dispute Resolution Rules and Procedures in effect at the time such claim is filed. Partner agrees that any such claim arises from a business transaction and shall not be governed by the NAM rules, forms, or fees applicable to consumer transactions. Any award of the arbitrator is final and binding. If Partner has a question about the arbitration process or to obtain a current copy of the Comprehensive Dispute Resolution Rules and Procedures and/or fee schedule, NAM’s Commercial Dept. can be contacted at (800) 358-2550 or by NAM’s website at www.namadr.com.
2. “Excluded Business Claims” means any claim, controversy, or cause of action: (i) arising from any act in furtherance of a person’s right of petition or free speech under the United States Constitution or the California Constitution; or (ii) related to intellectual property (like patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights).
3. The arbitration shall be heard by a single arbitrator with exclusive authority to (i) determine the scope and enforceability of this arbitration agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this arbitration agreement including, but not limited to, any claim that all or any part of this arbitration agreement is void or voidable and whether a claim is subject to arbitration. 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 prevailing party shall be entitled to an award of reasonable attorneys’ fees. Any judgment on the award(s) rendered by the arbitrator may be entered in any court of competent jurisdiction.
4. This Agreement evidences a transaction involving interstate commerce and, notwithstanding the provision above with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. §1 et seq. (“FAA”) will govern the interpretation and enforcement of this arbitration provision. If, for whatever reason, the FAA is inapplicable, the state law governing arbitration agreements in the state in which Partner resides shall apply.
5. PARTNER 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 PARTNER 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, AND THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE OR ILLEGAL BY A COURT, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
6. NOTWITHSTANDING THE FOREGOING, FOR ANY CLAIM THAT IS NOT SUBJECT TO ARBITRATION, INCLUDING WITHOUT LIMITATION EXCLUDED BUSINESS CLAIMS, 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.
7. PARTNER AND YELP EXPRESSLY WAIVE THE RIGHT TO TRIAL BY A JURY.
8. This Agreement is to be governed by and interpreted under California law, without regard to its conflict of law principles. Both Partner and Yelp agree that all disputes that are not subject to mandatory arbitration as described in these Terms shall be resolved exclusively in state and federal courts located within San Francisco County, California and Partner consent to the personal jurisdiction of, and venue in, these courts for the purpose of litigating any such disputes.
9. This Agreement supersedes any prior agreement to arbitrate applicable claims and is applicable to unfiled claims that arose, were asserted, or involve facts occurring before or after the existence of this Agreement as well as to claims that may arise after the termination of this Agreement.
10. This Arbitration Agreement evidences a transaction involving interstate commerce and, notwithstanding the provision above with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. §1 et seq. (“FAA”) will govern the interpretation and enforcement of this Arbitration Agreement. If, for whatever reason, the FAA is inapplicable, the state law governing arbitration agreements in the state in which Partner resides shall apply.
Survival Clause. Survival. Upon the expiration or termination of this Agreement for any reason, all rights and licenses granted to Partner shall immediately cease; however, the following sections and obligations shall survive such expiration or termination in accordance with their respective terms:

Section 5 (Yelp Leads Policy): Specifically the obligations regarding Disclosure of AI Use and Authentic Responses for leads generated during the Term; Section 6 and 6(a) (Data Protection): Including all obligations regarding Data Retention and Deletion (Section 6.iv), Subprocessor Liability (Section 6.v), and Audit Rights (Section 6.ix) for a period of three (3) years following termination; Section 8 (Partner Terms): Specifically the representations, warranties, and indemnity regarding Partner’s authority to bind Business Clients; Section 9 (Indemnification): Including the Partner’s obligation to defend and indemnify Yelp against TCPA, mini-TCPA, and Privacy Law claims (Section 9.iii); Section 10 (Limitation of Liability): Including the uncapped nature of Partner's indemnity and data breach liabilities; Section 11 (Arbitration and Choice of Law): To ensure any post-termination disputes are handled in the agreed-upon forum; Section 13 (Miscellaneous): Specifically Section 13(v) (Severability); and this Section 12 (Survival).
Miscellaneous:
1. Notices: Notices to Yelp must be sent via email to [email protected] or via reputable overnight courier to Yelp Inc., Legal Department, 350 Mission Street, 10th Floor, San Francisco, CA 94105. Notices to Partner shall be sent to the email or physical address specified in the Order Form. Receipt is deemed effective on the date of delivery.
2. Relationship: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.
3. Assignment: Partner may not assign or transfer its rights under this Agreement without Yelp’s prior written consent; any attempt to do so is void.
4. Entire Agreement: This Agreement, including any Order Forms and terms incorporated herein by reference (including the Leads Program Terms at [URL]), constitutes the entire understanding between the parties and supersedes all prior agreements.
5. Severability: If any provision is held unenforceable, the remaining provisions remain in full effect, and the parties shall substitute a valid provision that achieves the original economic intent.

VERSION NUMBER [ 2.02 02-10-26 ]