AOL Search Advertising Standard Terms & Conditions (v.1)

Display of Advertising Material

Each of the 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. The websites, properties and products or services owned, operated, distributed or ad-served by AOL , are herein referred to as the "AOL Network".

• The advertising inventory under this Insertion Order is for use solely by Advertiser and may not be used by any third-party.
• 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.

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, 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) 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.

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.

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 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.
• 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.