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Ask Sponsored Listings Terms and Conditions

These Ask Sponsored Listings Terms and Conditions (the "Agreement") are entered into by and between IAC Search & Media, Inc. ("IAC Search & Media") and Advertiser (defined below) and set forth the terms and conditions that govern Advertiser's use of Ask Sponsored Listings, a pay-per-click advertising program (the "Program").

- If you are an Advertiser that has created an Account whereby IAC Search & Media will invoice you (an "Invoiced Account"), this Agreement governs your use of the Program and any Insertion Order (defined below) that you execute. Any such Insertion Orders will be deemed a part of this Agreement. Insertion Orders may be modified by e-mail for spending changes up to $50,000. Spending changes exceeding $50,000 require the execution of a new Insertion Order.

- If you are an Advertiser that has created an Account whereby IAC Search & Media will charge your credit card (a "Credit Card Account"), this Agreement governs your use of the Program. By using the Program, you agree to be bound by this Agreement.

1. Definitions

"Advertiser" means (1) in the case of an Invoiced Account, the entity or individual that has executed an Insertion Order; or (2) in the case of a Credit Card Account, the entity or individual creating the Account.  If Advertiser is an agency or an online marketing firm executing Insertion Orders on behalf of a third party, Advertiser represents and warrants that such third party is bound by this Agreement to the same extent as Advertiser.

"Account" means the password-protected account through which Advertiser may access and use the Program.

"Actual CPC" means the cost per Click billed to the Advertiser.

"Ad" means an advertisement, which may include text (title and description) and a URL.

"Ad Group" means an Advertiser-specified grouping of Ad(s) and keywords.

"ASL Network" means the network of websites, parked domains, and applications that publish Ads.

"Campaign" means Advertiser's advertising campaign across the ASL Network composed of one or more Ad Groups.

"Click" means the action of delivering an apparent ASL Network user to Advertiser’s URL and includes, without limitation, clicks on Ads and URL Redirects. 

"Client Console" means the Program's online user interface available at https://secure.sponsoredlistings.ask.com/ and related web pages that allow Advertiser to manage Ads and Campaigns on the ASL Network.

"Insertion Order" means an agreement between an Invoiced Account Advertiser and IAC Search & Media to place Ads or cause URL Redirects on the ASL Network. 

"Maximum CPC" means the maximum cost per Click the Advertiser is willing to pay for delivering an ASL Network user to the Ad URL.

"Targeting" means Ad and URL Redirect targeting options selected by Advertiser and all content provided or used by Advertiser in connection with such targeting option, including but not limited to title, description, and URL of an Ad and keywords.

"URL" means a string of characters used to access a webpage on the Internet.

“URL Redirect” means the action of automatically redirecting an apparent ASL Network user to the Advertiser’s URL.

2. Policies

Any display and pricing of Ads on the ASL Network is subject to the ASL Help Guidelines (located at http://asl.custhelp.com) and the ASL Trademark Policy (located at http://sponsoredlistings.ask.com/). Advertiser's use of the Client Console is subject to the Client Console Privacy Policy (located at http://sponsoredlistings.ask.com/). IAC Search & Media reserves the right to make changes to the foregoing guidelines and policies at any time.

3. Account

Advertiser is responsible for controlling access to its Account and must pay for any fees or charges incurred as a result of such access. IAC Search and Media assumes no liability for any erroneous information reported in the Client Console.

4. Placement of Ad(s); URL Redirects

Placement of Ad(s) and occurrence of URL Redirects is determined by Advertiser-defined Targeting. The specific placement of Ad(s) may vary across the ASL Network. IAC Search & Media does not guarantee that Advertiser's Ad(s) will be displayed on any particular website, parked domain, or application in the ASL Network. Nor does IAC Search & Media guarantee that Advertiser's Ad(s) will be displayed to users at any particular IP address or in any particular geographic location. Further, IAC Search & Media disclaims any representation or warranty regarding the location and/or prominence of Advertiser's Ad(s) on the ASL Network.

5. Advertiser's Acknowledgements and Obligations

a. Advertiser shall provide IAC Search & Media with true, complete, current, and accurate information.

b. Advertiser acknowledges and agrees that IAC Search & Media has no responsibility to review Advertiser's Ad(s), Targeting, or other content provided, approved, and/or used by Advertiser in connection with the Program.

c. Advertiser shall not use the Program to promote any illegal item, product, or service or to engage in any illegal or fraudulent business practice in the United States or any other country where the Ad may be displayed or URL Redirect may be made. Advertiser is solely responsible for ensuring that Advertiser's Targeting, Ads, and associated web pages comply with the ASL Editorial Guidelines (located at http://asl.custhelp.com/cgi-bin/asl.cfg/php/enduser/resources.php?page=editorial).

d. Advertiser shall comply with all applicable privacy laws and regulations. Advertiser shall post conspicuously on the website(s) represented by Advertiser’s URLs a privacy policy that at a minimum (i) describes how information obtained from visitors is collected, used, stored, and disclosed to third parties; and (ii) instructs visitors or users how to opt-out of the collection of such information. Advertiser represents and warrants that participating in the Program does not violate any privacy statement to which Advertiser is bound.

e. Advertiser is responsible for all costs Advertiser incurs in connection with the use of the Program, including, without limitation, (i) expenses connected with the creation, updating, and management of its Campaigns and Ad(s); (ii) establishing and maintaining links between its Ad(s) and websites and other materials to which such Ad(s) are directly or indirectly linked; and (iii) any taxes, assessments, or other governmental fees incurred by Advertiser as a result of its use of the Program.

6. IAC Search & Media's License in Submitted Material. By submitting Ads, Targeting, and other material to IAC Search & Media, Advertiser grants IAC Search & Media a non-exclusive, royalty-free, worldwide license to use, reproduce, publish, distribute, reformat, repackage, bundle, cache, index, and transmit such material, including any names, logos, trademarks, or service marks contained therein during the term of this Agreement for the purposes contemplated by the Agreement.

7. Budgets, Calculation of Clicks, Click Validity, and Payment Terms

a. Budgets. Advertiser may set budget limits and spend caps based on the budgeting options available in the Program. Within such limits and caps, Advertiser will be charged the Actual CPC. Advertiser may access daily reporting through the Client Console. Such reporting will include the number of Clicks and the average Actual CPC charged.

b. Calculation of Clicks. IAC Search & Media's calculations of the number of Clicks shall be final and binding. Advertiser must submit any dispute concerning Click calculations within thirty (30) days following the end of the month in which the Click occurred by sending IAC Search & Media an email via the "Contact Us" link in the "Resources" section of the Client Console.

c. Click Validity. While IAC Search & Media takes certain steps to reduce the incidence of invalid Clicks, it cannot guarantee that all Clicks charged to Advertiser were caused by bona fide ASL Network users. As a result, IAC Search & Media disclaims any representation or warranty as to the validity of Clicks for which Advertiser may be billed. Advertiser acknowledges and agrees that this provision is an essential element of the Agreement and, in its absence, the economic terms of this Agreement would be substantially different.

d. Payment Terms-Invoiced Accounts. If Advertiser's account is an Invoiced Account, the payment terms of this Section 7(d) shall apply.  All payments are due in U.S. Dollars unless the parties agree otherwise in an Insertion Order.  IAC Search & Media will invoice Advertiser on a monthly basis. Invoices are payable within thirty (30) days of receipt. If Advertiser fails to make payment within the designated time period, Advertiser may be subject to a monthly interest charge equal to one and a half percent (1.5%) (unless applicable law requires a lower rate), and shall pay the reasonable cost, including collection, court costs and attorneys' fees, incurred by IAC Search & Media in collecting any amounts due. IAC Search & Media may, in addition to other remedies available to it for non-payment, immediately suspend Campaigns and remove Ads from the ASL Network and/or terminate this Agreement.

e. Payment Terms-Credit Card Accounts. If Advertiser's Account is a Credit Card Account, the payment terms of this Section 7(e) shall apply.  Advertiser's credit card will be charged for all Clicks on Your Ad(s) in U.S. Dollars. All amounts must be pre-paid by a MasterCard, American Express, or VISA credit card and will be drawn on Advertiser's Account. Advertiser is responsible for paying all associated taxes, assessments, and other governmental fees. In the event that full payment is not made by means of the MasterCard, American Express, or VISA credit card designated by Advertiser, Advertiser shall promptly pay all such outstanding amounts to IAC Search & Media. If Advertiser fails to make timely payment, IAC Search and Media may (a) suspend the display of Ad(s) or Campaigns; (b) remove Advertiser's Ad(s) or Campaigns from the Program; or (c) terminate Advertiser's Account. Advertiser agrees that any outstanding amounts may be subject to the maximum interest charge available at law; and to pay the reasonable IAC Search & Media's collection costs, including costs and reasonable attorneys' fees.

8. Cancellation and Termination

a. This Agreement commences when Advertiser opens an Account and continues so long as Advertiser maintains an Account. Campaigns, Ads, and URL Redirects may be cancelled at any time via the Client Console. Advertiser shall be responsible for paying for all Clicks until all its Ads have been removed from the ASL Network.

b. IAC Search & Media may suspend or terminate any or all Ads, URL Redirects, or the use of any Targeting at any time for any reason, without liability.

9. Representations and Warranties of Advertiser. Advertiser represents and warrants at all times during the term of this Agreement that:

a. Advertiser has all necessary rights and authority to enter into this Agreement, to perform the acts required under the Agreement and grant the licenses granted in this Agreement, and Advertiser's execution of the Agreement performance of its obligations hereunder does not violate any agreement to which Advertiser is a party or by which it is otherwise bound;

b. Advertiser possesses all necessary authorizations, approvals, consents, licenses, permits, certificates, permissions and other rights to display Advertiser's Ad(s), use Targeting, and display and operate the web pages associated with such Ad(s); and

c. Advertiser's Ad(s), URL Redirects to Advertiser’s URLs, Targeting, the products and/or services offered or promoted in Advertiser's Ad(s) and the Ads' associated web pages(s), including without limitation, text, images, video, audio, other data promotions, URLs, links, and pointers, do not and will not: (i) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party; (ii) be false, misrepresentative, libelous, defamatory, obscene, or otherwise inappropriate; (iii) violate any applicable law or regulation; (iv) advertise any unlawful product or service or promote the unlawful sale of any product or service; (v) contain or trigger the installation of any spyware or adware; (vi) contain any virus, Trojan or other harmful code; or (vii) trigger the installation of any application without adequate user consent mechanisms or reset a user's homepage or browser settings in any way or mislead users into downloading software in any way.

10. Representations and Warranties of IAC Search & Media. IAC Search & Media represents and warrants at all times during the term of this Agreement that:

a. IAC Search & Media has all necessary rights and authority to enter into this Agreement to perform the acts required under the Agreement;

b. IAC Search & Media's execution of the Agreement or its performance of the Agreement does not violate any agreement to which IAC Search & Media is a party or by which it is otherwise bound; and

c. IAC Search & Media possesses all necessary authorizations, approvals, consents, licenses, permits, certificates, permissions, and other rights to cause the display of Advertiser's Ad(s) and occurrence of URL Redirects on the ASL Network.

11. Use of Data. IAC Search & Media may use any information that it collects or receives through Advertiser's use of the Program for (a) optimization of performance of Ads and Campaigns of the Advertiser; (b) general optimization of all Campaigns across the ASL Network; (c) monitoring of websites, parked domains, and applications in the ASL Network to improve overall quality of the ASL Network; (d) general reporting, including the compilation of aggregate statistics; and (e) marketing purposes to promote the Program. Any use of such information by IAC Search & Media shall be in aggregate form in such a manner that no specific Advertiser or Campaign information is identified. IAC Search & Media will maintain Advertiser's account and Campaign information confidential.

12. Indemnification

a. Advertiser shall indemnify and hold harmless IAC Search & Media, its agents, affiliates and licensors, and any of their respective officers, directors, partners, licensors, consultants, contractors, agents, attorneys, employees, and ASL Network partners for any third party claim or liability arising out of or relating to with (a) any breach of any representation, warranty, or obligation in this Agreement; and (b) Advertiser's Ads, URL Redirects to Advertiser’s URLs, Targeting, Campaigns, web pages linked to from the Ads and web pages otherwise associated with the Ads, as well as the products and/or services promoted therein.

b. IAC Search & Media shall indemnify and hold harmless Advertiser for any third party claim or liability arising out of or relating to any breach of any representation, warranty, or obligation in this Agreement.

c. The indemnifications in this Section 12 include, without limitation, the out of pocket cost of defending any claims including reasonable attorneys' fees and the payment of any settlements and damages. The party seeking indemnification must promptly notify the other party of the claim subject to indemnification.

13. Disclaimer and Limitation of Liability. Except for the warranties set forth expressly in this agreement, each party disclaims all warranties including, but not limited to, warranties for noninfringement, merchantability, and fitness for any purpose. Except for indemnification amounts payable under the indemnification provisions of this agreement, neither party will be liable for consequential, special, indirect, punitive, or other damages arising out of or related to the Program or this Agreement, even if such damages are foreseeable and whether or not the other party has been advised of the possibility of such damages. IAC Search & Media shall not be liable for any harmful communications or material attributable to any website, parked domain, or application in the ASL Network, web pages therein, or any links therefrom, nor shall IAC Search & Media be liable for any unavailability or inoperability of the Internet or any computer network, or for any corruption or loss of, or unauthorized access to, any information from whatever source.

14. Choice of Law and Forum. This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, without reference to conflicts of laws principles. Any dispute arising out of or relating to this Agreement or the use of the Program will be commenced in the state or federal courts sitting in New York County, New York, and Advertiser and IAC Search & Media expressly agree to submit to the exclusive jurisdiction of such courts. Advertiser agrees and acknowledges that it is subject to the personal jurisdiction of the aforementioned courts and agrees not to contest the convenience of those courts.

15.  Waiver of Jury Trial.  Each party irrevocably and unconditionally waives any and all rights to a jury trial in respect of any claim or cause of action in any court in any jurisdiction based upon or arising out of or relating to this Agreement and/or, in the case of an Invoiced Account, any Insertion Order. 

16. Notices. IAC Search & Media may serve general notices to Advertisers on the Client Console or individual notices through electronic mail sent to the email address provided by Advertiser, for all purposes including information on the release of new Program features and targeting options, and updates of this Agreement and any of the documents referenced herein. Notices of a legal nature by Advertiser to IAC Search & Media shall be in writing and delivered by personal service, express courier, or certified mail, return receipt requested, to IAC Search & Media at the following address: IAC Search & Media, Inc., Attention: Ask Sponsored Listings Legal Department, 555 West 18th Street, New York, New York 10011.

16. Electronic Signatures.Advertiser hereby agrees to the use of electronic signatures, contracts, orders, and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the services provided by IAC Search & Media. Further, Advertiser hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

17. Miscellaneous

a. Survival of Terms. Sections 1, 11 through 18, together with any outstanding payment obligation, shall survive the termination or cancellation of the Agreement.

b. Entire Agreement. This Agreement, together with any Insertion Order(s), is a fully-integrated agreement concerning the Program and supersedes all previous and contemporaneous agreements, proposals and communications, whether written or oral, between Advertiser and IAC Search & Media regarding the Program. Unless expressly incorporated by reference into this Agreement, any statements on IAC Search & Media's websites relating to the Program do not form part of this Agreement.

c. No Waiver. Except as provided herein, no failure of either party to enforce any of its rights under the Agreement will act as a waiver of such rights.

d. Severability. If one or more provisions of the Agreement are held to be unenforceable under applicable law, then such provision(s) shall be excluded from the Agreement, and the balance of the Agreement shall be enforceable in accordance with its terms.

e. Interpretation. Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.

f. Force Majeure. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under the Agreement if such delay or default is caused by conditions of Force Majeure, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes.

g. No Joint Venture. Each party shall act as an independent contractor. Nothing in the Agreement shall be deemed to create or be construed as creating a joint venture or partnership between the parties.

h. Assignment. IAC Search & Media may assign this Agreement without the consent of Advertiser. Advertiser may not assign this Agreement without IAC Search & Media's prior written content.

These terms and conditions were updated on August 26, 2009