AOL Advertising's Sponsored Listings Service ("Sponsored Listings") provides Advertisers and Agencies with the ability to target text advertisements on the AOL Network by site, section, page or page content. By entering information into this online interface and clicking "I agree", Advertiser and/or Agency agrees to these terms and conditions (the "Sponsored Listings Terms and Conditions"), as well as any referenced specifications and policies, and agrees to be bound by them.

In addition to the terms set forth in this Agreement, Agency's use of Sponsored Listings will be governed by Version 3.0 of the Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less, as jointly published by the AAAA and the IAB (the "Standard Terms"). All Advertising Campaigns will be governed by the laws of the State of New York. All impressions specified in the Advertising Campaign will be delivered through the AOL Network, which is defined as any web site, product, service, or site owned, operated, distributed, or authorized to be distributed by or through AOL Inc., AOL Advertising Inc., or any AOL affiliate worldwide, including any third party interactive site(s) on which AOL distributes or is authorized to distribute Advertisements. If an Agency is signing this Agreement with no Agency representation, all references in this Agreement and the Standard Terms to "Agency" will be deemed to mean Advertiser. To the extent that the following terms conflict with the Standard Terms, the terms hereunder shall govern.

In consideration of the conditions and mutual covenants contained herein, AOL Advertising and Agency hereby agree to the following additional terms and conditions.

1. Additional Fees.
AOL Advertising will charge Agency a non-refundable setup fee of $100 ("Set-up Fee"). AOL Advertising will credit the Set-up Fee to Agency's account, and Agency may use the $100 to run Advertisements within sixty (60) days of initial signup, after which time said credit shall expire. Agency understands that AOL Advertising may from time to time offer incentives and promotions to Agencies, which may include free clicks. If Agency has signed up as a result of a promotion offering free clicks or other incentives, the Set-up fee shall not apply until such time as Agency has used up the free clicks or other incentives and elected to continue to use the Sponsored Listings Service.

2. Payment.
Agency agrees to pay all applicable charges under this Agreement, including any applicable taxes or charges imposed by any governmental entity. Ads will be served on AOL Network based on such factors as relevancy, CPC rates, click-through rates and ad rotation algorithms. Agency acknowledges that AOL Advertising may change the minimum pricing for bids at any time. If, at the time of such change by AOL Advertising, Agency's bid is less than the minimum, Agency's sub-minimum bid will not be automatically deemed to meet the new minimum and Agency's Ads may not get selected as often, or at all, for placement on the AOL Network. Agency shall be responsible for bid prices and changes to bid prices which Agency has authorized by either verbal or written means. In addition, Agency agrees and acknowledges that if Agency has a prepaid amount in its account and elects to purchase an Advertisement that is more than the prepaid amount, Agency may incur a negative balance which Agency will be responsible for paying immediately. Charges shall be calculated solely based on invoicing records maintained by AOL Advertising for purposes of billing. No other measurements or statistics of any kind shall be accepted by AOL Advertising or shall have any effect under this Agreement. AOL Advertising disclaims any representation or warranties, express or implied, regarding the validity of clicks on any Ads, and Agency will not hold AOL Advertising responsible for any clicks on any Ads, regardless of the source, nature, purpose or intent of the clicks. In the event that Agency believes that clicks on Agency's Ads are the result of fraudulent activity, AOL Advertising shall work in good faith with Agency to investigate and resolve any disputes around any possible fraudulent activity. To the extent that AOL Advertising determines that clicks on Agency's Ads are the result of fraudulent activity, a refund of fees charged for any such fraudulent clicks will be provided to Agency. Agency's right to access its account is subject to any credit limits established by AOL Advertising. If in AOL Advertising's sole discretion Agency's credit is or becomes unsound or insufficient; or if Agency exceeds the credit limits established by AOL Advertising; or if payment cannot be charged to Agency's credit/charge/debit card for any reason; or if there is a chargeback for any reason or if Agency' financial institution does not honor Agency's check for payment, (i) AOL Advertising may demand immediate payment for all outstanding balances due pursuant to this Agreement and any other agreement between the parties, and Agency agrees to pay all outstanding charges upon such demand; (ii) AOL Advertising may terminate Agency's account in whole or in part, including removal of the Ads; and (iii) AOL Advertising will assess a fee of $25 for any returned checks, declined cards, or chargeback requests on Agency's account. Section III of the Standard Terms will not apply to credit card payments.

3. Advertising Guidelines.
Agency agrees and acknowledges that in order for AOL Advertising to maintain the integrity of the Service, Agency is subject to these Terms and Conditions as well as the terms and conditions in the Agency Guidelines as published on AOL Advertising's Website at https://www.adsonar.com/admin/advertisers/advertiserGuidelines.do which are incorporated into these Terms and Conditions by reference and which may be modified by AOL Advertising at any time. Agency is solely responsible for knowing the content of the Agency Guidelines. AOL Advertising may, in its sole discretion, reject, cancel or remove at any time any Advertisement from the Service for any reason without prior notice to the Agency. AOL Advertising will notify the Agency following the rejection, cancellation or removal of any Advertisement from the Service and shall refund a prorata share of the amount paid to AOL Advertising, if applicable, to display the Advertisement based on the percent of the campaign delivered during the Contract Period. AOL Advertising will not be liable in any way for any rejection, cancellation or removal of any Advertisement. AOL Advertising does not guarantee any impression or click delivery. Agency may not receive any impressions or clicks if there are more Agencies or advertisements than display positions or if the Advertisement does not meet applicable click-through or relevancy thresholds. Agency understands and agrees that it is responsible for maintaining the confidentiality of its password. Agency will never be asked for its password by AOL Advertising or the AOL Advertising Affiliates. If Agency is asked for its password by any other individual or entity, Agency shall refrain from complying with such a request and shall report the incident to AOL Advertising or to the management of the AOL Advertising Affiliate on which Agency's Ads are running pursuant to this Agreement. Additionally, Agency understands and acknowledges that Advertisements for the following categories of goods and/or services: Dietary Supplements and Free Products or Services shall adhere to the following FTC guidelines found at http://www.ftc.gov/bcp/guides/free.htm and http://www.ftc.gov/bcp/edu/pubs/business/adv/bus09.shtm.

4. Modification and Operation of the Sponsored Listings Online Interface.
AOL Advertising reserves the right to redesign or modify the organization, structure or "look and feel" of this online interface at any time without notice. THE SERVICE IS MADE AVAILABLE "AS IS" AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AOL ADVERTISING DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE OR OPERATION THEREOF WILL BE UNINTERRUPTED OR WILL MEET ADVERTISER'S REQUIREMENTS.

Last updated: April 12, 2010