AOL Search Advertising Standard Terms & Conditions (v.2)

Display of Advertising Material

These terms and conditions are a binding and valid legal agreement between (1) advertiser ("Advertiser") and (2) AOL , LLC and its wholly-owned subsidiaries (collectively,"AOL"). Each of the AOL -owned or operated properties described in the insertion order (collectively with these Standard Terms and Conditions, the "Insertion Order") is the standard narrow-band U.S. version of such property (such properties are referred to herein as the "AOL Search Sites"). All other properties described in the Insertion Order are owned and/or operated by third party publishers (such publishers are referred to herein as "Publishers", and such properties are referred to herein as "Publisher Sites"). The websites, properties and products or services owned, operated, distributed or ad-served by AOL are herein collectively referred to as the"AOL Network". The advertising inventory under this Insertion Order is for use solely by Advertiser to place its Advertisements and may not be used by any third-party."Advertisement"includes all relevant text, titles, descriptions, graphics, audio, keywords, keyword phrases, categories and topics, as well as the websites to which an advertisement is linked.

• Advertiser recognizes that the technology platform for AOL search terms is provided by a third party (the "Third Party Platform Provider"). AOL will make available to Advertiser, as applicable, the standard reporting made available to AOL by the Third Party Platform Provider. AOL disclaims any representations or warranties, express or implied, with regard to any such reporting.
• AOL disclaims any representation or warranties, express or implied, regarding the validity of clicks on any Advertisements, and Advertiser will not hold AOL responsible for any clicks on any Advertisements, regardless of the source, nature, purpose or intent of the clicks. In the event that Advertiser believes that clicks on Advertiser's Advertisements are the result of fraudulent activity, AOL shall use commercially reasonable efforts to assist Advertiser with the dispute process. AOL shall work in good faith with Advertiser and the Third Party Platform Provider to investigate and resolve any disputes around any possible fraudulent activity. To the extent that the Third Party Platform Provider determines that clicks on Advertiser's Advertisements are the result of fraudulent activity, a refund of fees charged for any such fraudulent clicks will be provided.
• To the extent applicable, any activity related to Advertiser's search-based Advertisements will be billed and invoiced to Advertiser separate and apart from any non-search based Advertisements or inventory set forth in the IO. AOL shall bill Advertiser on a monthly basis for the actual search-based Advertisements displayed, multiplied by the applicable cost per search-based Advertisement. All payments for search-based Advertisements due to AOL from Advertiser under the IO shall be paid within thirty (30) days after the date of AOL's invoice for the corresponding monthly billing cycle.
• Unless otherwise agreed upon by the parties in writing, Advertiser shall be responsible for managing Advertiser's search-based advertising campaign for AOL search terms.
• AOL may discontinue the Advertisements if the total budgeted dollar amount of the Insertion Order has been exhausted.
• AOL will be entitled to reject or discontinue Advertisements at any time. In such event, Advertiser will be responsible for all sums due prior to the time of the termination notice.
• AOL reserves the right to revoke at any time Advertiser's use of any AOL "keyword" terms and/or CompuServe "go word" terms which do not incorporate registered trademarks of Advertiser.
• Advertiser shall bear full responsibility for all products or services offered, sold or licensed through the Advertisements or the Advertiser's website. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.
• In the event that Advertiser creates or manages its campaigns through an AOL online interface, Advertiser agrees and acknowledges that it is responsible for maintaining the confidentiality of its password and for all activity occurring under its password.

Publisher Sites

In the event that Advertiser purchases advertising inventory on Publisher Sites, Advertiser agrees to the following:

AOL does not guarantee any impression or click delivery. Advertiser may not receive any impressions or clicks if there are more advertisers or Advertisements than display positions or if the Advertisement does not meet applicable click-through or relevancy thresholds. The Advertisements will be served on Publisher Sites based on such factors as relevancy, CPC rates, click-through rates and ad rotation algorithms. Advertiser acknowledges that AOL may change the minimum pricing for bids at any time. If, at the time of such change by AOL , Advertiser's bid is less than the minimum, Advertiser's sub-minimum bid will not be automatically deemed to meet the new minimum and Advertiser's Ads may not get selected as often, or at all, for placement on Publisher Sites. In addition, Advertiser agrees and acknowledges that if Advertiser has a prepaid amount in its account and elects to purchase an Advertisement that is more than the prepaid amount, Advertiser may incur a negative balance which Advertiser will be responsible for paying immediately. If invoiced billing is requested, Advertiser hereby authorizes AOL to conduct credit checks and contact references. If Advertiser disputes any charges, Advertiser must notify AOL in writing within sixty (60) days of any claim relating to the disputed charge. Charges shall be calculated solely based on invoicing records maintained by AOL for purposes of billing. In the event Advertiser fails to make timely payment, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by AOL in collecting such amounts. In the event that AOL does not receive payment by the invoice date, AOL reserves the right to apply an interest charge to the unpaid balance at the rate of 1.5% per month (but in no event more than the maximum rate allowed by law). If in AOL's sole discretion Advertiser's credit is or becomes unsound or insufficient; or if Advertiser exceeds the credit limits established by AOL ; or if payment cannot be charged to Advertiser's credit/charge/debit card for any reason; or if there is a chargeback for any reason or if Advertiser' financial institution does not honor Advertiser's check for payment, (i) AOL may demand immediate payment for all outstanding balances due, and Advertiser agrees to pay all outstanding charges upon such demand; (ii) AOL may terminate Advertiser's account in whole or in part, including removal of the Ads; and (iii) AOL will assess a fee of $25 for any returned checks, declined cards, or chargeback requests on Advertiser's account.

Legal Terms and Conditions

• License and Warranties, Advertiser hereby grants AOL the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the Advertisements together with any content or materials on any interactive site linked to the Advertisements through the AOL Network. Advertiser certifies that it has all necessary rights and permissions to offer, sell and/or license such products and services through the Advertisements and the Advertiser's website, and that the Advertisements and the Advertiser's website do not and will not violate any applicable laws or regulations or any third-party rights. Advertiser certifies that the Advertisements and the Advertiser's website will at all times comply with all standard, written policies applicable to the AOL Network, including the privacy policies, terms of service, and advertising guidelines. Advertiser certifies that it has the legal right to use all search terms purchased by it pursuant to this Insertion Order.
• AOL Trademarks. Advertiser shall not use, display or modify AOL's trademarks in any manner without the prior written consent of AOL.
• Limitation of Liability; Disclaimer; Indemnification. (A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited to direct damages, not to exceed the amount to be paid by Advertiser hereunder. (B) AOL does not make and specifically disclaims any representations or warranties, express or implied. (C) ) Each party ("indemnifying party") hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, subsidiaries, affiliates, distributors, franchises and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) (collectively, "Claims") that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by indemnifying party of any duty, representation or warranty under this Insertion Order. Further, Advertiser will indemnify, defend, and hold harmless the Publishers and their respective officers, directors, agents, subsidiaries, affiliates, distributors, franchises and employees, from and against any and all Claims arising out of or alleged to arise out of, or in connection with the display of the Advertisement, as well as any breach or alleged breach by Advertiser of its representations, warranties, and/or obligations pursuant to this Agreement. The Publishers are intended third party beneficiaries to the indemnification obligations of Advertiser to AOL.

Solicitation; Privacy Policy; User Information AOL Network

• Advertiser shall not send unsolicited, commercial email or other online communication (e.g.,"spam") through or into the AOL Network and shall comply with all standard AOL bulk email policies.
• Advertiser shall ensure that its collection, use and disclosure of information obtained from AOL users under this Insertion Order complies with all applicable laws, regulations and privacy policies.
• Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with the AOL Network. This section shall survive the completion, expiration, termination or cancellation of this Insertion Order for a period of two (2) years.

Confidentiality

Both parties will keep the existence and terms of this Insertion Order confidential and neither party will publish any press release related hereto without the prior written consent of the other party. The foregoing notwithstanding, Advertiser agrees and acknowledges that if Advertiser elects to advertise on Publisher Sites, the Publishers on whose sites the Advertisements are displayed will have access to information regarding Advertiser's campaigns on such Publisher Sites.

Termination

Either party may terminate this Insertion Order at any time for any reason upon one (1) business day's written notice to the other party. Advertiser is responsible for all sums due prior to the termination of this Insertion Order.

Miscellaneous

• This Insertion Order sets forth the entire agreement between Advertiser and AOL with respect to the transactions set forth herein, and supersedes any and all prior agreements of AOL or Advertiser with respect to such transactions. If an advertising agency signs this Insertion Order on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of this Insertion Order and that it will ensure that Advertiser complies with all such terms.
• If the performance of this Insertion Order or any obligation hereunder is prevented, restricted, or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected shall be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction, or interference.
• Advertiser shall not make any assignment of this Insertion Order or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of AOL. In the event of an assignment, this Insertion Order shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
• This Insertion Order shall be interpreted, construed and enforced in accordance with the laws of the Commonwealth of Virginia , except for its conflicts of laws principles. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and the federal courts situated in the Commonwealth of Virginia in connection with any action arising under this Insertion Order.