These Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less are intended to offer Media Companies,

Advertisers, and their Agencies a voluntary standard for conducting business in a manner acceptable to all parties. This document is to accompany

Agency or Media Company insertion orders and represents a common understanding for doing business. This document may not fully cover

sponsorships and other arrangements involving content association or integration, and/or special production, but may be used as the basis for the

media components of such contracts.

. INSERTION ORDERS AND INVENTORY AVAILABILITY

a. From time to time, parties may negotiate insertion orders (“IO”s) under which a Media Company will deliver

advertisements provided by Agency (“Ad(s)”) to Media

Company’s site(s) (the “Site”) for the benefit of an Agency or

Advertiser. At Agency’s discretion, an IO may either be

submitted by Agency to Media Company or be submitted by

Media Company, signed by Agency and returned to Media

Company. In either case, an IO will be binding only if

accepted as provided in Section I(b) below. Each IO shall

specify: (a) the type(s) and amount(s) of inventory to be

delivered (e.g., impressions, clicks or other desired actions)

(the “Deliverables”); (b) the price(s) for such Deliverables; (c)

the maximum amount of money to be spent pursuant to the IO

(if applicable), (d) the start and end dates of the campaign,

and (e) the identity of and contact information for any third

party ad server (“3rd Party Ad Server”), if applicable. Other

items that may be included are, but are not limited to:

reporting requirements such as impressions or other

performance criteria; any special Ad delivery scheduling

and/or Ad placement requirements; and specifications

concerning ownership of data collected.

b. Media Company will make commercially reasonable efforts to

notify Agency within two business days of receipt of an IO

signed by Agency if the specified inventory is not available.

Acceptance of the IO and these Terms and Conditions will be

made upon the earlier of (a) written (which, unless otherwise

specified, for purposes of these Terms and Conditions shall

include paper, fax, or e-mail communication) approval of the

IO by Media Company and Agency; or (b) the display of the

first Ad impression by Media Company, unless otherwise

agreed upon in the IO. Notwithstanding the foregoing,

modifications to the originally submitted IO will not be binding

unless signed by both parties.

c. Revisions to accepted IOs must be made in writing and

acknowledged by the other party in writing.

II. AD PLACEMENT AND POSITIONING

a. Media Company must comply with the IO, including all Ad

placement restrictions, requirements to create a reasonably

balanced delivery schedule, and provide within the scope of

the IO, an Ad to the Site specified on the IO when such Site is

called up by an Internet user. Any exceptions must be

approved by Agency in writing.

b. Media Company will use commercially reasonable efforts to

provide Agency at least 10 business days, prior notification of

any material changes to the Site that would change the target

audience or significantly affect the size or placement of the Ad

specified in the affected IO. Should such a modification occur

with or without notice, as Agency’s and Advertiser’s sole

remedy for change or notice, Agency may immediately cancel

the remainder of the IO without penalty within the 10-day

notice period. If Media Company has failed to provide such

notification, Agency may cancel the remainder of the IO within

30 days of such modification, and in such case shall not be

charged for any affected Ads delivered after such

modification.

c. Media Company will submit or otherwise make electronically

accessible to Agency within two business days of acceptance

of an IO final technical specifications, as agreed upon by the

parties. Changes to the specifications of the alreadypurchased

Ads after that two business day period will allow

Advertiser to suspend (without impacting the end date unless

otherwise agreed by the parties) delivery of the affected Ad

for a reasonable time in order to either (i) send revised

artwork, copy, or active URLs (“Advertising Materials”); (ii)

request that Media Company resize the Ad at Media

Company’s cost, and with final creative approval of Agency,

within a reasonable time period to fulfill the guaranteed levels

of the IO; (iii) accept a comparable replacement; or (iv) if the

parties are unable to negotiate an alternate or comparable

replacement in good faith within 5 business days, immediately

cancel the remainder of the IO for the affected Ad without

penalty.

d. Ad delivery shall comply with editorial adjacencies guidelines

stated on the IO. As Advertiser’s and Agency’s sole remedy

for a violation of the foregoing sentence: (i) Ads that run in

violation of such editorial adjacencies guidelines, if Media

Company is notified of such violation within 30 days of the

violation, shall be non-billable; and (ii) after Agency notifies

Media Company that specific Ads are in violation of such

editorial adjacencies guidelines, Media Company will make

commercially reasonable efforts to correct within 24 hours

such violation. In the event that such correction materially and

adversely impacts such IO, the parties will negotiate in good

faith mutually agreed changes to such IO to address such

impacts. In the event that the parties cannot reach agreement

on such changes within five business days from the

implementation of such correction, Agency or Media

Company may, upon the conclusion of such 5 business day

period, immediately cancel such IO, without penalty.

III. PAYMENT AND PAYMENT LIABILITY

a. Invoices

The initial invoice will be sent upon completion of the first

month’s delivery or within 30 days of completion of the IO,

whichever is earlier. Invoices are to be sent to: Agency’s

billing address as set forth in the IO and must include

information reasonably specified by Agency such as the IO

number, Advertiser name, brand name or campaign name,

and any number or other identifiable reference stated as

required for invoicing on the IO. All invoices pursuant to the IO

must be received within 180 days of delivery of all

Deliverables. Failure by Media Company to send such invoice

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or make such request shall be considered a waiver of right to

payment for delivery of Ads for which no invoice was sent.

Media Company should provide invoices accompanied by

proof of performance for the invoiced period, which may

include access to online or electronic reporting as addressed

in this document, subject to the notice and cure provisions of

Section IV. Media Company should invoice Agency for the

services provided on a calendar month basis with the net cost

(i.e., the cost after subtracting Agency commission) based on

actual delivery or based on prorated distribution of delivery

over the term of the IO, as specified in the applicable IO.

b. Payment Date

Agency will make payment 30 days from receipt of invoice, or

as otherwise stated in a payment schedule set forth in the IO.

Media Company may notify Agency that it has not received

payment in such thirty-day period and whether it intends to

seek payment directly from Advertiser pursuant to Section IIIc,

and may do so 5 business days after providing such notice.

c. Payment Liability

Unless otherwise set forth by Agency on the IO, Media

Company agrees to hold Agency liable for payments solely to

the extent proceeds have cleared from Advertiser to Agency

for Ads placed in accordance with the IO. For sums not

cleared to Agency, Media Company agrees to hold Advertiser

solely liable. Media Company understands that Advertiser is

Agency’s disclosed principal and Agency, as agent, has no

obligations relating to such payments, either joint or several,

except as specifically set forth in this Section III(c) and

Section X(c).

Agency agrees to make every reasonable effort to collect and

clear payment from Advertiser on a timely basis.

Agency’s credit is established on a client-by-client basis.

If Advertiser proceeds have not cleared for the IO, other

Advertisers from the representing Agency shall not be

prohibited from advertising on the Site due to such nonclearance

if such other Advertisers’ credit is not in question.

Agency will make available to Media Company upon request

written confirmation of the relationship between Agency and

Advertiser. This confirmation should include, for example,

Advertiser’s acknowledgement that Agency is its agent and is

authorized to act on its behalf in connection with the IO and

these Terms and Conditions. In addition, upon the request of

Media Company, Agency will confirm whether Advertiser has

paid to Agency in advance funds sufficient to make payments

pursuant to the IO.

If Advertiser’s or Agency’s credit is or becomes impaired,

Media Company may require payment in advance.

IV. REPORTING

a. Media Company must, within 2 business days of the start date

on the IO, provide confirmation to Agency, either electronically

or in writing, stating whether the components of the IO have

begun delivery.

b. Media Company shall make reporting available at least as

often as weekly, either electronically or in writing, unless

otherwise specified in the IO. Reports must be broken out by

day and summarized by creative execution, content area (Ad

placement), and other variables defined in the IO, for

example, impressions, keywords, and/or clicks.

Once Media Company has provided the online or electronic

report, it agrees that Agency and Advertiser are entitled to

reasonably rely on it, subject to receipt of Media Company’s

invoice for such period.

c. In the event that Media Company fails to deliver an accurate

and complete report by the time specified, Agency may initiate

makegood discussions pursuant to Section VI below.

In the event that Media Company learns that it has delivered

an incomplete or inaccurate report, or no report at all, Media

Company must cure such failure within 5 business days.

Failure to cure may result in nonpayment for all activity for

which data are incomplete or missing, until Media Company

delivers reasonable evidence of performance and such report

must be delivered within 30 days of Media Company’s

learning of such failure or absent such knowledge, within 180

days of delivery of all Deliverables.

V. CANCELLATION AND TERMINATION

a. At any time prior to the serving of the first impression of the

IO, Agency may cancel the IO with 30 days prior written

notice, without penalty. For clarity and by way of example, if

Agency cancels the IO 15 days prior to the serving of the first

impression, Advertiser will only be responsible for the first 15

days of the IO.

b. Upon the serving of the first impression of the IO, Agency may

cancel the IO for any reason, without penalty, by providing

Media Company written notice of cancellation which will be

effective after the later of: (i) 30 days after serving the first

impression of the IO; or (ii) 14 days after providing Media

Company with such written notice.

c. Either party may terminate an IO at any time if the other party

is in material breach of its obligations hereunder that is not

cured within 10 days after written notice thereof from the

nonbreaching party, except as otherwise stated in this

Agreement with regard to specific breaches. Additionally, if

Agency or Advertiser commit a violation of the same Policy

(as defined below), where such Policy had been provided by

Media Company to Agency, on three separate occasions after

having received timely notice of each such breach, even if

such breach has been cured by Agency or Advertiser, then

Media Company may terminate the IO associated with such

breach upon written notice. If Agency or Advertiser do not

cure a violation of a Policy within the applicable ten day cure

period after written notice, where such Policy had been

provided by Media Company to Agency, then Media Company

may terminate the IO associated with such breach upon

written notice.

d. Short rates will apply to cancelled buys to the degree stated

on the IO.

VI. MAKEGOODS

a. Media Company shall monitor delivery of the Ads, and shall

notify Agency either electronically or in writing as soon as

possible (and no later than two weeks before IO end date

unless the length of the campaign is less than two weeks) if

Media Company believes that an under-delivery is likely. In

the case of a probable or actual under-delivery, the parties

may arrange for makegood consistent with these Terms and

Conditions.

b. In the event that actual Deliverables for any campaign fall

below guaranteed levels, as set forth in the IO, and/or if there

is an omission of any Ad (placement or creative unit), Agency

and Media Company will make an effort to agree upon the

conditions of a makegood flight either in the IO or at the time

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of the shortfall. If no makegood can be agreed upon, Agency

may execute a credit equal to the value of the under-delivered

portion of the contract IO for which it was charged. In the

event that Agency or Advertiser has made a cash prepayment

to Media Company, specifically for the campaign IO

for which under-delivery applies, then if Agency and/or

Advertiser is reasonably current on all amounts owed to

Media Company under any other agreement for such

Advertiser, Agency may elect to receive a refund for the

under-delivery equal to the difference between the applicable

pre-payment and the value of the delivered portion of the

campaign. In no event shall Media Company provide a

makegood or extend any Ad beyond the period set forth in the

IO without prior written consent of Agency.

VII. BONUS IMPRESSIONS

a. Where Agency utilizes a 3rd Party Ad Server, Media

Company will not bonus more than 10% above the

Deliverables specified in the IO without prior written consent

from Agency. Permanent or exclusive placements shall run for

the specified period of time regardless of over-delivery, unless

the IO establishes an impression cap for Third Party Ad

served activity. Agency will not be charged by Media

Company for any additional Ads above any level guaranteed

or capped in the IO. If a 3rd Party Ad Server is being used

and Agency notifies Media Company that the guaranteed or

capped levels stated in the IO have been reached, Media

Company will use commercially reasonable efforts to suspend

delivery and, within 48 hours, may either 1) serve any

additional Ads itself or 2) be held responsible for all applicable

incremental Ad serving charges incurred by Advertiser after

such notice has been provided and associated with

overdelivery by more than 10% above such guaranteed or

capped levels.

b. Where Agency does not utilize a 3rd Party Ad Server, Media

Company may bonus as many ad units as Media Company

chooses unless otherwise indicated on the IO. Agency will

not be charged by Media Company for any additional

advertising units above any level guaranteed in the IO.

VIII. FORCE MAJEURE

a. Excluding payment obligations, neither party will be liable for

delay or default in the performance of its obligations under

this Agreement if such delay or default is caused by

conditions beyond its reasonable control, including but not

limited to, fire, flood, accident, earthquakes,

telecommunications line failures, electrical outages, network

failures, acts of God, or labor disputes. In the event that

Media Company suffers such a delay or default, Media

Company shall make reasonable efforts within five business

days to recommend a substitute transmission for the Ad or

time period for the transmission. If no such substitute time

period or makegood is reasonably acceptable to Agency,

Media Company shall allow Agency a pro rata reduction in the

space, time and/or program charges hereunder in the amount

of money assigned to the space, time and/or program charges

at time of purchase. In addition, Agency shall have the

benefit of the same discounts that would have been earned

had there been no default or delay.

b. If Agency’s ability to transfer funds to third parties has been

materially negatively impacted by an event beyond the

Agency’s reasonable control, including, but not limited to,

failure of banking clearing systems or a state of emergency,

then Agency shall make every reasonable effort to make

payments on a timely basis to Media Company, but any

delays caused by such condition shall be excused for the

duration of such condition. Subject to the foregoing, such

excuse for delay shall not in any way relieve Agency from any

of its obligations as to the amount of money that would have

been due and paid without such condition.

c. To the extent that a force majeure has continued for 5

business days, Media Company or Agency has the right to

cancel the remainder of the IO without penalty.

IX. AD MATERIALS

a. It is Agency’s obligation to submit Advertising Materials in

accordance with Media Company’s then existing advertising

criteria or specifications (including content limitations,

technical specifications, privacy policies, user experience

policies, policies regarding consistency with Media

Company’s public image, community standards regarding

obscenity or indecency (taking into consideration the

portion(s) of the Site on which the Ads are to appear), other

editorial or advertising policies, and material due dates)

(collectively “Policies”) in accordance with Section II(c).

Media Company’s sole remedy for a breach of this provision is

set forth in paragraphs (b and c) below, Section V(c), and

Section X(b). If Advertising Materials are late, Advertiser is

still responsible for the media purchased pursuant to IO.

b. Media Company reserves the right within its discretion to

reject or remove from its Site any Ads where the Advertising

Materials or the site to which the Ad is linked do not comply

with its Policies, or that in Media Company’s sole reasonable

judgment, do not comply with any applicable law, regulation or

other judicial or administrative order. In addition, Media

Company reserves the right within its discretion to reject or

remove from its Site any Ads where the Advertising Materials

or the site to which the Ad is linked are or may tend to bring

disparagement, ridicule, or scorn upon Media Company or

any of its Affiliates (as defined below), provided that if Media

Company has reviewed and approved such Ads prior to their

use on the Site, Media Company will not immediately remove

such Ads before making commercially reasonable efforts to

acquire mutually acceptable alternative Advertising Materials

from Agency.

c. If Advertising Materials provided by Agency are damaged, not

to Media Company’s specifications, or otherwise

unacceptable, Media Company will use commercially

reasonable efforts to notify Agency within two business days

of its receipt of such Advertising Materials.

d. Media Company will not edit or modify the submitted Ads in

any way, including, but without limitation, resizing the Ad,

without Agency approval. Media Company shall use all such

Ads in strict compliance with these Terms and Conditions and

any written instructions provided by Agency.

e. When applicable, Third Party Ad Server tags shall be

implemented so that they are functional in all aspects.

f. Media Company, on one hand, and Agency and Advertiser,

on the other, will not use the other’s trade name, trademarks,

logos or Ads in a public announcement (including, but not

limited to, through any press release) regarding the existence

or content of these Terms and Conditions or an IO without the

other’s prior written approval.

X. INDEMNIFICATION

a. Media Company agrees to defend, indemnify and hold

harmless Agency and Advertiser, their Affiliates (as defined

below) and their respective directors, officers, employees and

agents from any and all damages, liabilities, costs and

expenses (including reasonable attorneys’ fees) (collectively

“Losses”) incurred as a result of a Third Party (as defined

below) claim, judgment or proceeding relating to or arising out

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of Media Company’s breach of Section XII, Media Company’s

display or delivery of any Ad in breach of these Terms and

Conditions or the terms of an IO, or that materials provided by

Media Company (and not by Agency or Advertiser) for an Ad

violate the right of a Third Party, are defamatory or obscene,

or violate any law, regulations or other judicial or

administrative action, except to the extent (1) that such claim,

judgment or proceeding resulted from such materials fulfilling

Agency’s or Advertiser’s unique specifications provided that

Media Company did not know or should not have reasonably

known that such specifications would give rise to the Loss or

(2) that such materials are provided to Agency or Advertiser

for review and the Agency or Advertiser knew or should have

reasonably known from the visual or sonic expression of the

Advertisement, while Media Company did not know or should

not have reasonably known, that such material violated any

law, regulations or other judicial or administrative action,

violate the right of a Third Party or are defamatory or

obscene. An Affiliate means, with respect to either party, any

corporation, firm, partnership, person or other entity, whether

de jure or de facto, which directly or indirectly owns, is owned

by or is under common ownership with such party to the

extent of at least 50% of the equity having the power to vote

on or direct the affairs of the entity, and any person, firm,

partnership, corporation or other entity actually controlled by,

controlling or under common control with such party. A “Third

Party” means an entity other than the parties to this

Agreement, their respective Affiliates, and each of their

respective directors, officers, employees and agents.

b. Advertiser agrees to defend, indemnify and hold harmless

Media Company its Affiliates and their respective directors,

officers, employees and agents from any and all Losses

incurred as a result of a Third Party claim, judgment or

proceeding relating to or arising out of Advertiser’s breach of

Section XII, violation of Policies (to the extent the applicable

terms of such Policies have been provided to Agency at least

ten days prior to the violation giving rise to the claim), or the

content or subject matter of any Ad or Advertising Materials to

the extent used by Media Company in accordance with these

Terms and Conditions or an IO, including but not limited

allegations that such content or subject matter violate the right

of a Third Party, are defamatory or obscene, or violate any

law, regulations or other judicial or administrative action.

c. Agency represents and warrants that it has the authority as

agent to Advertiser to bind Advertiser to these Terms and

Conditions and each IO. Agency agrees to defend, indemnify

and hold harmless Media Company its Affiliates and their

respective directors, officers, employees and agents from any

and all Losses incurred as a result of Agency’s alleged breach

of the foregoing sentence.

d. If any action will be brought against either party (the

“Indemnified Party”) in respect to any allegation for which

indemnity may be sought from the other party (“Indemnifying

Party”), the Indemnified Party will promptly notify the

Indemnifying Party of any such claim of which it becomes

aware and will: (i) provide reasonable cooperation to the

Indemnifying Party at the Indemnifying Party’s expense in

connection with the defense or settlement of any such claim;

and (ii) be entitled to participate at its own expense in the

defense of any such claim. The Indemnified Party agrees that

the Indemnifying Party will have sole and exclusive control

over the defense and settlement of any such third party claim.

However, the Indemnifying Party will not acquiesce to any

judgment or enter into any settlement that adversely affects

the Indemnified Party’s rights or interests without the prior

written consent of the Indemnified Party.

e. Notwithstanding the foregoing, in the event that any

Indemnifying Party is required to defend, indemnify or hold

harmless an Indemnified Party from a claim, judgment or

proceeding of a Related Party (as defined below) of such

Indemnified Party pursuant to this Section X, Losses incurred

in connection with such claim, judgment or proceeding will be

limited to those that are reasonably foreseeable. A “Related

Party” is a party in a contractual relationship with the

Indemnified Party where such specific contractual relationship

relates to the Loss being asserted by that Related Party.

XI. LIMITATION OF LIABILITY

Excluding the parties obligations under Section X or damages that

result from a breach of Section XII or intentional misconduct by the

parties, in no event will either party be liable for any consequential,

indirect, incidental, punitive, special or exemplary damages

whatsoever, including without limitation, damages for loss of

profits, business interruption, loss of information and the like,

incurred by the other party arising out of this Agreement, even if

such party has been advised of the possibility of such damages.

XII. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

a. Any marked confidential information and proprietary data

provided by one party, including the Ad description, and the

pricing of the Ad, set forth in the IO, shall be deemed

“Confidential Information” of the disclosing party. Confidential

Information shall also include information provided by one

party, which under the circumstances surrounding the

disclosure would be reasonably deemed confidential or

proprietary. Confidential Information shall not be released by

the receiving party to anyone except an employee, or agent

who has a need to know same, and who is bound by

confidentiality obligations. Neither party will use any portion of

Confidential Information provided by the other party

hereunder for any purpose other than those provided for

under this Agreement.

b. For purposes of this Section, Agency and Advertiser shall be

considered one party. Notwithstanding anything contained

herein to the contrary, the term “Confidential Information” shall

not include information which: (i) was previously known to a

party; (ii) was or becomes generally available to the public

through no fault of the receiving party (“Recipient”); (iii) was

rightfully in Recipient’s possession free of any obligation of

confidence at, or subsequent to, the time it was

communicated to Recipient by the disclosing party

(“Discloser”); (iv) was developed by employees or agents of

Recipient independently of and without reference to any

information communicated to Recipient by Discloser; or (v)

was communicated by Discloser to an unaffiliated third party

free of any obligation of confidence. Notwithstanding the

foregoing, either party may disclose Confidential Information

in response to a valid order by a court or other governmental

body, as otherwise required by law or the rules of any

applicable securities exchange or as necessary to establish

the rights of either party under this Agreement; provided,

however, that both parties will stipulate to any orders

necessary to protect said information from public disclosure.

c. All personally identifiable information provided by individual

web users who are informed that such information is being

gathered solely on behalf of Advertiser pursuant to the

Advertiser’s posted privacy policy is the property of

Advertiser, is subject to the Advertiser’s posted privacy policy,

and is considered Confidential Information. Any other use of

such information must be set forth in the IO signed by both

parties.

d. Media Company, Agency, and Advertiser shall post on their

respective Web sites their privacy policies and adhere to their

privacy policies, which abide by the applicable laws. Failure

by Media Company, on one hand, or Agency or Advertiser, on

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the other, to continue to post a privacy policy or nonadherence

to its own privacy policy is grounds for immediate

cancellation of the IO by the other parties.

e. Agency, Advertiser and Media Company will comply with at all

times, all applicable federal, state and local law, ordinances,

regulations and codes which are relevant to their performance

of their respective obligations under this Agreement.

XIII. THIRD PARTY AD SERVERS

(Applicable if 3rd Party Server Is Used)

a. a. Media Company will track delivery through its ad server

and Agency will also track delivery through its proprietary or

subcontracted 3rd Party Ad Server whose identity is set forth

in the IO. Agency may not substitute the 3rd Party Ad Server

specified in the IO without Media Company’s consent.

Agency and Media Company agree to give reciprocal access

to relevant and non-proprietary statistics from both ad servers,

or if such is not available, provide weekly placement-level

activity reports to each other. In the event that the Media

Company’s ad server measurements are higher than those

produced by the Agency’s 3rd Party Ad Server by more than

10% over the invoice period, Agency will facilitate a

reconciliation effort between Media Company and 3rd Party Ad

Server. If the discrepancy cannot be resolved and Agency has

made a good faith effort to facilitate the reconciliation effort,

the Agency reserves the right to either:

1. Consider the discrepancy an under-delivery of the

Deliverables as described in Section VI(b) whereupon

the parties shall act in accordance with that Section,

including the requirement that Agency and Media

Company make an effort to agree upon the conditions of

a makegood flight, except that for purposes of this

Section XIII(a)(1), delivery of any makegood shall be

measured by the 3rd Party Ad Server, or

2. Pay Media Company based on Agency 3rd party Ad

Server reported data, plus a 10% upward adjustment to

delivery.

b. Media Company will make reasonable efforts to publish, and

Agency shall make reasonable efforts to cause the 3rd Party

Ad Server to publish, a disclosure in the form specified by the

AAAA and IAB regarding their respective ad delivery

measurement methodologies with regards to compliance with

the IAB/AAAA Ad Measurement Guidelines.

c. Section XIII(a) shall be terminated upon the establishment of

an IAB/AAAA certification process for compliance with the

IAB/AAAA Ad Measurement Guidelines. Upon such

termination the parties shall negotiate in good faith a

replacement or successor language for that Section.

d. Where an Agency is utilizing a 3rd Party Ad Server and that 3rd

Party Ad Server cannot serve the Ad, the Agency shall have a

one-time right to temporarily suspend delivery under the IO for

a period of up to 72-hours. Upon written notification by

Agency of a non-functioning 3rd Party Ad Server, the Media

Company has 24 hours to suspend delivery. Following that

period, Agency will not be held liable for payment for any Ad

that runs within the immediate 72-hour period thereafter until

the Media Company is notified that the 3rd Party Ad Server is

able to serve Ads. After the 72-hour period passes and

Agency has not provided written notification that Media

Company can resume delivery under the IO, Advertiser will

pay for the Ads that would have run or are run after the 72

hour period but for the suspension and can elect Media

Company to serve Ads until 3rd Party Ad Server is able to

serve Ads. If Agency does not so elect for Media Company to

serve the Ads until 3rd Party Ad Server is able to serve Ads,

Media Company may utilize the inventory that would have

been otherwise used for Media Company’s own

advertisements or advertisements provided by a third party

Upon notification that the 3rd Party Ad Server is functioning,

Media Company will have 72 hours to resume delivery. Any

delay in the resumption of delivery beyond this period, without

reasonable explanation, will result in Media Company owing a

makegood to Agency.

XIV. MISCELLANEOUS

a. Media Company represents and warrants that Media

Company has all necessary permits, licenses, and clearances

to sell the inventory represented in the IO subject to the terms

and conditions of this agreement, including any applicable

Policies. Advertiser represents and warrants that Advertiser

has all necessary licenses and clearances to use the content

contained in their Ads and Advertising Materials.

b. Neither Agency nor Advertiser may resell, assign or transfer

any of its rights or obligations hereunder, and any attempt to

resell, assign or transfer such rights or obligations without

Media Company’s prior written approval will be null and void.

All terms and provisions of these Terms and Conditions and

each IO will be binding upon and inure to the benefit of the

parties hereto and their respective permitted transferees,

successors and assigns.

c. These Terms and Conditions and the related IO constitute the

entire agreement of the parties with respect to the subject

matter and supersede all previous communications,

representations, understandings, and agreements, either oral

or written, between the parties with respect to the subject

matter of the IO. The IO may be executed in counterparts,

each of which shall be an original and all of which together

shall constitute one and the same document.

d. In the event of any inconsistency between the terms of an IO

and these Terms and Conditions, the terms of the IO shall

prevail. All IOs shall be governed by the laws of the State of

[ ]. Media Company and Agency (on behalf of

itself and not Advertiser) agree that any claims, legal

proceeding or litigation arising in connection with the IO

(including these Terms and Conditions) will be brought solely

in [ ], and the parties

consent to the jurisdiction of such courts. No modification of

these Terms and Conditions or any IO shall be binding unless

in writing and signed by both parties. If any provision herein

is held to be unenforceable, the remaining provisions shall

remain in full force and effect. All rights and remedies

hereunder are cumulative.

e. Any notice required to be delivered hereunder shall be

delivered three days after deposit in U.S. mail, return receipt

requested, one business day if sent by overnight courier

service, and immediately if sent electronically or by fax. All

notices to Media Company and Agency shall be sent to the

contact as noted in the IO with a copy to the Legal

Department. All notices to Advertiser shall be sent to the

address specified on the IO.

f. Sections III, VI, X, XI, XII, and XIV shall survive termination or

expiration of this Agreement and Section IV shall survive for

30 days after the termination or expiration of this Agreement.

In addition, each party shall return or destroy the other party’s

Confidential Information and remove Advertising Materials

and Ad tags.