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 ("Partner") and Yelp Inc., a Delaware corporation with its principal office at 350 Mission Street, 10th Floor, San Francisco, California, 94105 ("Yelp"). This Agreement is incorporated by reference into the Order Form, which serves as a binding agreement upon signature in the Order Form by both parties. In the event of any conflict between this Agreement and the Order Form, the terms of the Order Form shall take precedence. The provisions of this Agreement govern the Yelp Leads Program as described herein and provide additional terms and conditions applicable to the services offered herein.

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. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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. The Partner represents and warrants that it shall: (i) comply with all applicable laws and regulations related to the processing, collection, use, and sharing of consumer data, including but not limited to personal names, addresses, phone numbers, masked email addresses and any other identifiable information contained in messages that Yelp provides to Partner in connection with the Leads Program (“Customer Data”) and (ii) to only use the Customer Data solely for the Leads Program as set forth in this Agreement. This includes, but is not limited to, compliance with Cal. Civ. Code §§ 1798.100 et seq., as amended by the California Privacy Rights Act of 2020, and any other laws governing the collection or use of Customer Data. In its capacity as a service provider or processor, Yelp agrees that it shall not use Customer Data, retain, use, or disclose the Customer Data for any purpose other than for the specific purpose of performing the services specified in this Agreement, or as otherwise permitted by law. Yelp shall implement and maintain reasonable security procedures and practices to protect the Customer Data from unauthorized access, destruction, use, modification, or disclosure. Yelp reserves the right to monitor the Partner's compliance with this Agreement. Upon request, the Partner agrees to provide reasonable documentary evidence of its compliance with these obligations. Yelp reserves the right to audit, at its own expense, Partner's compliance with its obligations under this Agreement.. In lieu of an audit and at Yelp’s sole discretion, Partner may upon request provide a written certification to Yelp, affirming its compliance with the obligations set forth in this Agreement.
No Publicity: Partner shall not issue any press release or make any public announcement regarding the existence or terms of this Agreement or the Order Form without the prior written consent of Yelp. This includes, but is not limited to, any marketing materials, case studies, or other promotional content. Consent for such publicity shall not be unreasonably withheld, and each Party agrees to provide the other with a reasonable opportunity to review and approve any proposed public statements or materials.
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 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. Partner agrees to indemnify, defend and hold harmless Yelp against any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (“Liabilities”) incurred by Yelp in connection with any claim arising out of or relating to: (a) Partner’s use of the Leads Program in violation of these terms; and (b) Customer Data Partner shares in connection with this Agreement. Yelp shall notify Partner promptly of any third-party claim for which it seeks indemnification and shall permit Partner to control the defense of such claim with counsel chosen by Partner; provided, that Partner shall not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of Yelp without Yelp’s prior written consent.
Warranty Disclaimers and Limitation of Liability.
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.
1. 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, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE SERVICE, 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.
2. 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, OR IF PARTNER HAS A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE.
3. 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.
4. YELP’S MAXIMUM AGGREGATE LIABILITY TO PARTNER FOR LOSSES OR DAMAGES THAT PARTNER SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS IS LIMITED TO $1,000.00.
5. YELP’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, YELP WILL NOT 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, (v) LOSS OF INFORMATION OR DATA; OR (vi) LIABILITY WITH RESPECT TO A CONSUMER ALERT POSTED ON ANY YELP BUSINESS PAGES FOR PARTNER'S BUSINESS. THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 10 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.
  “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).
2. 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.
3. 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.
4. 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.
5. 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.
6. PARTNER AND YELP EXPRESSLY WAIVE THE RIGHT TO TRIAL BY A JURY.
7. 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.
8. 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.
9. 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. The following sections of this Agreement shall survive its termination or expiration: Indemnification, Warranty Disclaimers and Limitation of Liability, Compliance with Applicable Laws, Choice of Law and Arbitration, No Publicity, this Survival Clause section and Miscellaneous. These provisions shall remain in effect to the extent necessary to enforce any rights or obligations that accrued prior to termination or expiration, and to resolve any disputes arising from or related to this Agreement.
Miscellaneous. Notices under this Agreement must be sent as follows: (i) via email to the appropriate address—[email protected] for notices to Yelp, and the Contact Email specified in the Order Form for notices to the Partner. Receipt of email notices does not require confirmation or return receipts. (ii) Alternatively, notices may be sent in writing through a reputable overnight courier service, such as FedEx or UPS, with tracking information. The date of receipt for all notices will be the date of delivery, subject to applicable legal and procedural requirements. For notices to Yelp, physical copies must be addressed to Yelp's Legal Department at 350 Mission Street, 10th Floor, San Francisco, California, 94105. Physical copies of notices to the Partner must be sent to the Partner Address specified in the Order Form. This Agreement embodies the entire understanding between the parties respecting the subject matter herein, and supersedes any and all prior related oral or written representations, agreements, and communications between the parties on the same matter. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions which conflict with, vary, or add to the Agreement will be binding on Yelp. No provision in this Agreement may be waived, except pursuant to a writing executed by the party against whom the waiver is sought to be enforced. If any provision of the Agreement is held to be invalid or unenforceable, the parties will substitute for the affected provision a valid or enforceable provision that approximates the intent and economic effect of the affected provision.

VERSION NUMBER [ 1.01 ]