AOL Search Marketplace Terms of Service

We offer you the opportunity to advertise through the AOL Search Marketplace advertising program (the " Ad Program ") on the condition that you agree to the following terms.

BY REGISTERING FOR THE AD PROGRAM, YOU SIGNIFY ELECTRONICALLY YOUR AGREEMENT TO THE FOLLOWING TERMS.

1. Please read these terms carefully. These terms, the terms of any applicable insertion order, the AOL Network Approved Categories Advertising Guidelines (at http://www.aolmedianetworks.com/index.php?id=1698), and any supplemental terms and guidelines posted on the Ad Program service constitute an agreement between you and us and govern your use of the Ad Program (collectively, the " Agreement "). In this Agreement, you consent to the terms of our privacy policy, you agree that all transactions with us will be performed electronically, and you agree to resolve any disputes with us in Virginia (unless otherwise agreed to in the applicable Insertion order). Do not register for the Ad Program if you do not agree to these terms. The Ad Program is provided by AOL LLC, its affiliates and third party providers (collectively, " we " or " us "). In this Agreement, we use the term " you " to mean any person or entity participating in the Ad Program, as well as any person or entity acting on behalf of such person or entity in relation to using the Ad Program.

2. We may modify this Agreement. You agree that we may modify this Agreement at any time. You shall assume all responsibility in reviewing this Agreement periodically so that you will be apprised of any changes. You may find a posted version of this Agreement by clicking on the "Terms of Service" link located here. If you continue to participate in the Ad Program after we post or notify you about changes to the Agreement, you signify your acceptance of the new terms. If you disagree with any changes to this Agreement, you must discontinue your use and participation in the Ad Program before the changes take effect.

3. About the Ad Program. The Ad Program is designed to give qualified users the opportunity to advertise to people searching on the AOL Search Marketplace advertising network. We may in our sole discretion discontinue or modify any aspect of the Ad Program at any time.

a. Your responsibilities. You are solely responsible for all: (i) ad targeting options and keywords (collectively " Ad Targets "); (ii) ad content, ad information, and ad URLs (" Ad Content "), whether generated by or for you; (iii) web sites, services and landing pages which Ad Content links or directs viewers to; and (iv) the advertised services and products (collectively " Services "). You agree to assume all responsibility in keeping your password and your Ad Program account information confidential.

b. Terms regarding placement of ads. You understand and agree that we may place advertisements (or " ads ") on (i) any content or property provided or operated by us and our affiliates (" AOL Network "), and, unless you opt out of such placement in the manner specified by us, (ii) any other content or property provided by a third party (" Partner ") upon which we place ads (" Partner Property "). You authorize all such placements. For any online auction-based advertising plan we offer with the Ad Program, we may send you an email notifying you that you have a limited period of time (" Modification Period ") to modify keywords and settings as posted. The account (as modified by you, or if not modified, as initially posted) will be deemed approved by you in all respects after the Modification Period. You agree that all placements of your ads shall conclusively be deemed to have been approved by you. For all other forms of advertisements through the Ad Program, You must provide us with all relevant Ad Content by the start date set forth in the applicable Insertion Order or as otherwise communicated by us. You grant us the right to utilize an automated software program to retrieve and analyze websites associated with the Services for ad quality and serving purposes. We determine in our sole discretion which properties, areas or Web sites we will offer t he Ad Program on the AOL Network. We have no obligation to offer the Ad Program on or through any specific application, area or Web site on the AOL Network, or to offer the Ad Program at all times. We may change or discontinue any aspect of the Ad Program at any time in our sole discretion. We or our Partners may reject or remove any ad or Target for any or no reason.

4 . Qualifications . You must meet the following qualifications:

• You must be a legal resident of the United States or a business organized under state law in the United States .

• You must reside in and/or do business in the United States .

• You must be legally capable to enter into contracts .

• You must be a user in good standing with AOL and any of its services .

• You must provide the registration information required in Section 5 below .

• You have not been convicted of any felony act .

5. Registration. In order to enroll in the program, you must register with us and provide true and accurate registration information. You must keep this information current. We may require that you use or obtain a user ID authorized by us (or one of our authorized affiliates) to create your account and authenticate your access to the Ad Program (“ User ID ”). You agree to abide by any separate terms and policies that will apply to your registration and use of such User ID. We may investigate any application for enrollment, and we may deny any application in our discretion.

6. Agency. You represent and warrant that (a) you are authorized to act on behalf of any third party for which you advertises (a " Principal "), (b) you are authorized as agent to bind a Principal to the terms and obligations of this Agreement, (c) as between Principal and you, the Principal owns any rights to Ad Program information in connection with those ads, and (d) you shall not disclose Principal's Ad Program information to any other party without Principal's consent.

7. Prohibited uses. You shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect advertising related information from any Ad Program website or property except as expressly permitted by us; (c) advertise any product or services that is prohibited by law or regulations; (d) advertise any product, services or activity determined by us in our discretion and judgment to be an inappropriate use of the Ad Program, including without limitation, any advertisements for the distribution of pornography, online gambling, regulated activities without obtaining appropriate licenses from governmental authorities, sex lines, or solicitation of minors; (e) mislead or attempt to mislead users; (f) violate the terms of this Agreement (including all terms and policies incorporated by reference into the Agreement); ( g) violate the rights of others (including without limitation intellectual property rights) ; or (h) resell any aspect of the Ad Program.

You may not attempt to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means. We may take any legal and technical remedies to prevent the violation of this provision and to enforce this Agreement.

8. Your Representations, Warranties and Licenses to Us. You represent and warrant that you hold and hereby grant us and our Partners all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in the Ad Content, Services and Targets needed for us and our Partner to operate the Ad Programs (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Ad Content or Targets) in connection with this Agreement (" Use "). You represent and warrant that (a) all your information is complete, correct and current; and (b) any use of your Ad Content, Ad Targets, and Services will not violate or encourage violation of any term of this Agreement. Violation of the foregoing may result in immediate termination of this Agreement or customer's account without notice and may subject Customer to legal penalties and consequences.

9. Submissions. You agree that all content, comments, suggestions, ideas, complaints and other feedback relating to Ad Program that you submit or disclose to us may be used by us and our licensors, suppliers and licensees in any manner whatsoever, for no compensation and without limitation of any kind (“ Submissions ”). Notwithstanding the foregoing, we shall not be obligated to take action based upon any Submission provided by you.

10. Your Information. The Ad Program is part of the AOL Network. The AOL Network Privacy Policy explains the practices that apply to your information when you use and participate in the Ad Program. Your ongoing participation in the Ad Program signifies your consent to the information practices disclosed in the AOL Network Privacy Policy. You can review the Privacy Policy by going to http://about.aol.com/aolnetwork/aol_pp .

11. Proprietary Rights. Title, ownership rights and intellectual property rights in the Ad Program and all other content, software, services and material offered on or through the Ad Program shall remain in AOL, its licensors and/or other providers (“ IP Rights ”). The IP Rights are protected by copyright, patent, trade secret and other intellectual property laws and by international treaties. You shall not take any action to jeopardize, limit or interfere in any manner with these IP Rights. You acknowledge and agree that you obtain no intellectual property rights or licenses by this Agreement except for those licenses expressly granted in this Agreement.

12. Third Party Links and Sites. Your advertisements may appear on Web pages and search results pages that include l inks to third party websites, including links provided as automated search results. These links do not mean that we endorse these third party sites or services and we make nor representation or warranties about these third party sites, including without limitation, their accuracy, efficacy, legality or appropriateness. You acknowledge and agree that we are not responsible or liable for any content or other materials on these third party sites.

13. Right to Investigate and Audit. We reserve the right to investigate or monitor in our own discretion and by any means we deem appropriate (a) your compliance with this Agreement and (b) any activity or conduct that we believe violates the terms of this Agreement. In addition to any other rights that we may have in this section and in the Agreement, we reserve the right to audit or investigate compliance with this Agreement.

14. Payment. You agree to pay all charges of each advertising order you place with us, or as set in an online account, including all applicable taxes, fees and surcharges. All payments shall be made in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, you shall pay all charges in accordance with the payment terms in the applicable insertion order. You must select a payment method to pay us for all charges. If you use a credit card or other electronic payment process, you must give us accurate billing and payment information and keep this information up-to-date through your online account. We will bill you through the payment method that is associated with your account. If you use a credit card or other electronic payment method, you authorize us to charge your designated payment method for these charges and to retain information about the payment method associated with your account. If we do not receive payment from your designated payment method, you agree to pay all amounts due upon invoice by us.

Every time you submit a new order, you reaffirm that (i) we are authorized to charge your designated payment method; (ii)we may submit charges incurred under your account for payment; and (iii) you will be responsible for such charges, even if your account is canceled or terminated.

After 30 days from the date of any unpaid charges (or as otherwise agreed upon and set forth in the applicable insertion order), your account will be deemed delinquent and we may terminate or suspend your account for nonpayment. We reserves the right to assess an additional 1.5 percent (or the highest amount allowed by law, whichever is lower) per month late charge if your payment is more than 30 days past due and to use alternate means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees incurred by us in our efforts to collect any remaining balances from you.

You must notify us about any billing problems or discrepancies within 90 days after they first appear on your account statement. If you do not bring them to our attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies (including without limitation any claims for charges based on suspected invalid clicks). Charges are solely based on our measurements for the applicable Ad Program, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at our discretion. Nothing in this Agreement or in an insertion order obligates us to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to us may be with companies who work on our behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to us and servicing your account.

15. DISCLAIMER OF WARRANTY; AS IS. WE PROVIDE THE AD PROGRAM “AS IS” AND WITH ALL FAULTS. YOUR PARTICIPATION IN THE AD PROGRAM IS AT YOUR OWN RISK. WE, OUR LICENSORS AND PARTNERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES THAT THE AD PROGRAM IS FREE OF DEFECTS AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, OR THAT THE FUNCTIONALITY OF THE AD PROGRAM WILL MEET YOUR REQUIREMENTS. WE DISCLAIM THE IMPLIED WARRANTIES THAT THE AD PROGRAM IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, WE, OUR LICENSORS AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE AD PROGRAM IN TERMS OF ITS CORRECTNESS, ACCURACY, PROFITABILITY OF THE SERVICE, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

16. LIMITATION OF LIABILITY . WE, OUR LICENSORS AND PARTNERS HAVE NO LIABILITY WITH RESPECT TO YOUR USE OR PARTICIPATION IN THE AD PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR PARENT, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, PARTNERS, AGENTS OR RESELLERS (COLLECTIVELY, THE " AOL GROUP ") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE AD PROGRAM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION. YOUR SOLE REMEDY WITH RESPECT TO ANY DISPUTE WITH US OR THE AD PROGRAM IS TO CANCEL YOUR PARTICIPATION IN THE AD PROGRAM.

17. Acknowledgement. The disclaimer of warranty and limitation of damages set forth above are essential elements of the basis of the bargain between us and you. You agree that we would not be able to provide the Ad Program on an economic basis without such limitations.

18. Indemnification. You shall indemnify, hold harmless and, at our request, defend us and/or our licensors, officers, directors, employees, agents and representatives from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) relating to your breach of any provision under this Agreement or otherwise arising out of your use, or by users of your account, of the Ad Program. We shall give you prompt notice of any such claim made against it, and you and we shall cooperate in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that we must approve the terms of any settlement or compromise, and such approval shall not be unreasonably withheld.

19. Cancellation, Termination. We may in our sole discretion suspend or terminate any advertising order, Ad Program or this Agreement at any time and for any reason. You shall be responsible for any ads delivered prior to cancellation or termination. You may cancel advertising through (a) your account online if online cancellation functionality is available, (b) prior written notice to us or (c) as provided in an applicable insertion order. We will cease serving any online auction-based advertising cancelled online shortly after cancellation. Cancelled ads may be published despite cancellation if cancellation of those ads occurs after any applicable commitment date as set forth in advance by the Partner or us, in which case you must pay for those ads.

20. U.S. GOVERNMENT END-USERS. The Ad Program and any software products are a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial software" and "commercial computer documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b) (2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire the Tools with only those rights as set forth herein.

21. Electronic transactions and notices. You understand and agree that the Ad Program is an online service and that we transact with our customers electronically. Your affirmative act of typing in your information and submitting your registration to participate in the Ad Program constitutes your signature to this Agreement. This Agreement and your electronic signature shall have the same force and effect as an agreement in writing. You further agree to receive all required notices from us electronically. WE MAY PROVIDE NOTICES TO YOU ELECTRONICALLY (1) VIA THE E-MAIL IF YOU HAVE PROVIDED US OR (2) BY POSTING THE NOTICE ON A WEBSITE DESIGNATED BY US FOR THIS PURPOSE. The delivery of any Notice is effective when sent or posted by us, regardless of whether you read the Notice or actually receive delivery. You can withdraw your consent to receive Notices electronically by discontinuing your use of the Ad Program.

22. Injunctive relief. You acknowledge and agree that, notwithstanding any other provisions of this Agreement, your breach or threatened breach of this Agreement shall cause us irreparable damage for which recovery of money damages would be inadequate and that we, therefore, may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

23. No support. We have no obligation to provide support services for the Ad Program, although we may do so in our sole discretion.

24. Relationship . Your participation in the Ad Program does not create any partnership, joint venture or agency relationship between you and us. Neither you nor AOL has the power to direct or control the day-to-day activities of the other or to create or assume any obligation on behalf of the other. This Agreement gives you no beneficial interest in any advertising agreements that we have with affiliates or third parties.

25. Survival. Sections 4, 6-9, 11-13, 16-19 and 21 through 28 shall survive expiration or termination of this Agreement.

26. Jurisdiction; Venue. Unless otherwise set forth in the applicable insertion order, you agree that the laws of the Commonwealth of Virginia govern this Agreement and any claim or dispute that you may have against us, without regard to Virginia's conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Commonwealth of Virginia , and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

27. Miscellaneous. (a) This Agreement and the applicable insertion order constitute the entire agreements between you and us concerning the subject matter of this Agreement. This agreement may only be modified by us. In the event of any inconsistency between the terms of this Agreement and an applicable insertion order, the terms of the applicable insertion order shall apply. (b) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (c) If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties' original intent as nearly as practicable, and the remaining portions remain in full force and effect, or we may at its option instead terminate this Agreement. (d) The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only. (e) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (f) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. We may assign this Agreement to any entity at its sole discretion. (g) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (h) Neither party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.

Last Updated: 5-11-07