Advertiser Master Services Terms and Conditions

PLEASE NOTE:

If you are an advertiser: the Advertiser Master Services Terms and Conditions immediately below will apply to you.

If you are an agency, reseller, or SEM: the Advertiser Master Services Terms and Conditions for Agencies and Resellers that follow the Advertiser Master Services Terms and Conditions immediately below will apply to you.

ADVERTISER MASTER SERVICES TERMS AND CONDITIONS

1. INTRODUCTION. Overture Services, Inc. ("Overture") is a wholly owned subsidiary of Yahoo! Inc. ("Yahoo" or Overture's "Parent") and operates as a separate business entity, however Yahoo! Search Marketing products and services carry the Yahoo or Yahoo! Search Marketing brands. Overture provides you, and, if applicable, any of your Affiliates (defined below), access to certain products, services and/or programs (collectively, "Programs" and each, a "Program") subject to your acceptance of and compliance with these Advertiser Master Services Terms and Conditions (the "Master Terms and Conditions"), and the terms and conditions of the Programs in which you enroll (the "Program Terms") and any Insertion Order that you or one of your Affiliates complete or that is completed on your behalf (provided that in the case your Affiliate enters into the Insertion Order, such Insertion Order specifically references these Master Terms and Conditions) (either online as part of the Online Sign-Up form, or offline, when enrolling as an Advertiser (defined below), each an "Insertion Order") (collectively, the "Agreement"). In the Agreement, (i) "Advertiser," "you" and "your" means collectively the Advertiser and its Affiliates who participate in any Program, and (ii) "Affiliate" means, as to any person or entity, an entity or person that directly or indirectly controls, is controlled by or is under common control with that person or entity, and the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities or a written voting rights agreement. These Master Terms and Conditions, and applicable Program Terms and Insertion Orders, shall apply to all Programs in which you have enrolled. The term of the Agreement will commence on the date you enroll as an Advertiser and will end when terminated by either party in accordance with the terms of the Agreement (the "Term"). If there is an Insertion Order, the Term will commence on the Effective Date set forth in the initial Insertion Order, and will continue in effect for the term and/or until the End Date if specified therein or in any renewal Insertion Orders, unless earlier terminated by either party in accordance with the terms of the Agreement.

2. PAYMENT. You agree to pay Overture all charges to your account for any Program in which you enroll in accordance with these Master Terms and Conditions, the applicable Program Terms, any applicable Insertion Orders, and any Payment Plans (defined below) you select. If Overture does not receive timely payment or if you exceed your monthly maximum prepayment hereunder, (i) you will incur a debit balance for the value of any unpaid charges incurred under your account, (ii) you agree to pay all amounts due on your account upon demand, and (iii) Overture reserves the right to either suspend or terminate your account with Overture, including deletion of your listings from any or all Yahoo! Search Marketing Marketplace(s) and Yahoo! Search Marketing Marketplace Results (each as defined in the applicable Program Terms). Except as may be set forth in the Program Terms, any service fees charged to your account and initial deposit(s) are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to Overture within 60 days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. If you fail to make payment as set forth herein, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by Overture in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to the Agreement, you shall pay such taxes to ensure that Overture receives the full amount invoiced to you without offset or deduction. You shall promptly furnish to Overture the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. Each party is responsible for all costs associated with the performance obligations of such party under the Agreement. Each of your Yahoo! Search Marketing accounts shall be subject to Yahoo! Search Marketing's then-current minimum monthly bid and cost requirements. You agree to promptly (i) update all information to keep your account and Payment Method (defined below) current, complete and accurate (such as a change in billing address or e-mail), (ii) notify Overture in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (iii) notify Overture in writing if your Payment Method is canceled.

3. PAYMENT PLANS. (a) From time to time, Overture may offer you the opportunity to enroll in a payment plan ("Payment Plan") to manage charges to your account. If you enroll in a Payment Plan, you are bound by the terms of that Payment Plan. If you have chosen a Payment Plan providing for a fixed maximum payment per month, you agree that if your charges equal or exceed your monthly maximum payment, your listings will be removed from the applicable Yahoo! Search Marketing Marketplace Results and/or Program for the remainder of that month and you will incur a debit balance for the value of any unpaid charges incurred under your account, including any amounts accrued prior to the time your listings are actually removed. Charges will be posted to your account and must be paid pursuant to the terms of the Payment Plan you select before any of your listings will be made available in the applicable Yahoo! Search Marketing Marketplace (defined in the applicable Program Terms), Yahoo! Search Marketing Marketplace Results, and/or Program. You authorize Overture to charge your credit card, charge card, debit card or financial institution account (hereinafter your "Payment Method") for all charges to your Yahoo! Search Marketing account. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution providing your Payment Method. If you select Budgeting (as available at the Yahoo! Search Marketing Web Site(s) and as may be modified from time to time), you agree to (a) ensure that the amount you select for your approximate daily budget is reasonably related to (i) the Selected Keywords (defined in the applicable Program Terms) you bid on, and (ii) the amounts you bid on such Selected Keywords; and (b) promptly increase your approximate daily budget to an appropriate amount if your daily budget does not comply with the foregoing. Non-Stop and Fixed Budget Payment Plans are offered on a periodic basis and are self-renewing unless or until your participation in such Payment Plan is terminated by you or Overture. Your non-termination or continued use of a Yahoo! Search Marketing Marketplace, Programs, and/or the Yahoo! Search Marketing Web Sites (defined below) reaffirms that Overture is authorized to charge your Payment Method automatically. Overture may submit those charges for payment and you will be responsible for such charges. Overture reserves the right to modify, suspend or terminate any Payment Plan and/or your participation therein at any time. If Overture modifies the terms of a Payment Plan, the modified terms of the Payment Plan will be reflected in an updated version of the Agreement posted on any of the Yahoo! Search Marketing Marketplaces, any of the Yahoo! Search Marketing Web Sites, or by e-mail notification to you. If you do not consent to such modified terms, you may elect to discontinue your enrollment in the Payment Plan at any time by providing written notice to Overture before the effective date of such modified terms. Your continued enrollment constitutes your acceptance of the terms of the Payment Plan as modified. (b) NON-STOP TRAFFIC PAYMENT PLAN: Under the Non-Stop Traffic Payment Plan, you preauthorize Overture to charge periodically your Payment Method on a recurring basis for the amount specified. If you equal or exceed this amount, this Payment Plan is designed to provide uninterrupted service for you by (i) automatically replenishing your account using your Payment Method, (ii) paying for all charges in excess of the amount you have preauthorized, and (iii) applying the remaining balance to future charges. Your Payment Method will be charged for the preauthorized amount whenever your account has fewer than approximately the prior three (3) days worth of click charges remaining, as determined by Overture in its sole discretion. The foregoing amount then will be credited to your account and, after any debit balance that you may have incurred for charges not paid is first deducted, the balance will be available to pay for future charges; thus, while the amount charged to your Payment Method will remain the same from month-to-month, the amount actually available in your account to pay for future charges will vary depending upon the charges you have incurred. Overture will send you a notification to the e-mail address associated with your account after each such preauthorized transaction to notify you that your account has been replenished and your Payment Method debited. Such charges should appear on the periodic statement sent to you by the provider of your Payment Method. Unless you discontinue your enrollment in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement with Overture or the discontinuation of, or your participation in, this Payment Plan as determined by Overture. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your preauthorization. (c) FIXED BUDGET PAYMENT PLAN: Under the Fixed Budget Payment Plan, you determine a monthly maximum amount for charges to your account subject to the provisions below. When you enroll in the Fixed Budget Payment Plan, you preauthorize Overture to charge periodically your Payment Method each month up to the maximum amount that you specify. Notwithstanding the monthly maximum amount of charges you specify, if you equal or exceed your available balance in any month, you will incur a debit balance; this debit balance will be deducted from the amount next charged to your Payment Method and the remaining balance will be credited to your account to pay for future charges. Overture will send you a notification to the e-mail address associated with your account after each such preauthorized transaction to notify you that your account has been replenished and your Payment Method debited. Such charges should appear on the periodic statement sent to you by the provider of your Payment Method. You understand that your Yahoo! Search Marketing account may be taken offline for the remainder of any month in which your account equals or exceeds your budget amount. Unless you or Overture discontinue your enrollment or participation in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement or the applicable Program Terms with Overture. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your preauthorization.

4. ACCESS. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or for Overture, are referred to herein as the "Yahoo! Search Marketing Web Sites." During the Term, you are authorized to access and use the Yahoo! Search Marketing Programs and Yahoo! Search Marketing Web Sites and the content therein and data obtained therefrom solely for internal use to manage your Yahoo! Search Marketing accounts(s) for which such content or data directly relates and will not disseminate any of this information to third parties, and to conduct searches for your own internal use provided that you do not violate the Agreement. You shall not disclose or make available passwords or access codes related to your Yahoo! Search Marketing accounts. You agree that you will not use any automated means, including agents, robots, scripts, or spiders, to access or manage your account with Overture or to monitor or copy the Yahoo! Search Marketing Web Sites or the content contained therein except those automated means expressly made available by Overture, if any, or authorized in advance and in writing by Overture (for example, Overture-approved third party tools and services). The Yahoo! Search Marketing Web Sites contain robot exclusion headers and you agree that you will not bypass Yahoo! Search Marketing's robot exclusion headers (including using any device, software or routine to accomplish that goal), or interfere or attempt to interfere with the proper working of the Yahoo! Search Marketing Web Sites or any Program, Yahoo! Search Marketing Marketplace or Yahoo! Search Marketing system. You agree that Yahoo! Search Marketing Programs and formatting may be used only as permitted in the applicable Program Terms and not be used by, nor made available to, any third party. Overture is a technology company and innovation is necessary to enable Overture to provide you with competitive Programs. To accomplish that goal, you understand that Overture frequently conducts tests on Yahoo! Search Marketing traffic and, notwithstanding any applicable terms, you authorize Overture to conduct and charge for the services provided under the applicable Program Terms (as set forth in the applicable Insertion Order or your online account) during such tests. You understand that your listings may be distributed through the Yahoo! Search Marketing Distribution Network based upon certain user targeting initiatives. You also understand that Overture may from time to time offer incentives and promotions to Advertisers, which may include free clicks.

5. YOUR SITE. You agree that Overture is not responsible for any aspect of your Web site(s), or Web sites owned or operated by any third party. You represent, warrant and covenant that: (i) all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Web site is, and will be updated to remain, current and accurate, (ii) the Web site to which any listing links will look substantially the same to all end users regardless of the end users' location (provided, however, that you may display different content to certain users so long as it is relevant to the Selected Keywords (defined in the applicable Program Terms), Index Listings, Product Files, and/or Travel Listings (each as defined in the applicable Program Terms), and (iii) your Web site does not contain any Overture-owned or licensed content, including any Yahoo! Search Marketing listings, except pursuant to a separate signed agreement with Overture. You acknowledge that Overture outsources some or all of its editorial services to an unrelated third party. As a consequence, your listings may be developed and/or processed by such unrelated third party.

6. CONFIDENTIALITY. "Confidential Information" means any information disclosed to you by Overture, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Overture; (ii) becomes publicly known and made generally available after disclosure to you by Overture other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Overture as shown by your files and records. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (b) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You agree to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. You may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give Overture prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain Overture's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Overture immediately upon Overture's request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Overture, its Parent and/or Affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Overture and/or Yahoo Privacy Policy ("Privacy Policy") (as posted on or linked from a Yahoo! Search Marketing Web Site), the Agreement shall control. Notwithstanding anything to the contrary in the Agreement or the applicable Privacy Policy, all data and information gathered or received by Overture, its Parent and/or Affiliates in connection with providing the applicable Programs and/or services and all information described in the Privacy Policy may be shared with and used by (x) Overture, its Parent and/or Affiliates, and/or (y) certain selected third parties only in aggregated, anonymous form. You may not issue any press release or other public statement regarding the Agreement, Overture, its Parent and/or their Affiliates without Overture's prior written consent.

7. REPRESENTATIONS AND WARRANTIES. You represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) you are a business, not a consumer, and that your use of Yahoo! Search Marketing's services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, Selected Keywords) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the Web site to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or Yahoo! Search Marketing policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Program Terms; and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Overture, clicking, impression or marketing activities through any Yahoo! Search Marketing Program or service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.

8. INDEMNIFICATION. You agree to indemnify and hold harmless Overture, its Parent and Affiliates and its and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by Overture to make your listings, results, and/or Programs available in connection with third party Web sites, content, applications and/or e-mails ("Third Party Products"), and their respective officers, directors, agents, Affiliates, and employees (each, an "Overture Entity" and collectively, the "Overture Entities") from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly result from your information (as defined in Section 7(iii) above), use of any Program, Yahoo! Search Marketing Marketplace, Yahoo! Search Marketing system or Yahoo! Search Marketing Web Site, your Web site, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by Overture and/or any Overture Entity, subject to Overture and/or the Overture Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all Claims against Overture, and/or any Overture Entity provided that you will not agree to any settlement that imposes any obligation or liability on Overture and/or an Overture Entity without Overture's prior express written consent.

9. WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT THE PROGRAMS (INCLUDING ANY YAHOO! SEARCH MARKETING DISTRIBUTION NETWORKS (DEFINED IN THE APPLICABLE PROGRAM TERMS), YAHOO! SEARCH MARKETING MARKETPLACES, YAHOO! SEARCH MARKETING SYSTEMS AND YAHOO! SEARCH MARKETING WEB SITES, INCLUDING ALL INFORMATION CONTAINED THEREIN, ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. OVERTURE HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL OVERTURE ENTITIES ANY AND ALL WARRANTIES INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY. ANY LIABILITY OF OVERTURE AND THE OVERTURE ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO OVERTURE PURSUANT TO THE AGREEMENT IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL OVERTURE OR ANY OVERTURE ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU AGREE THAT YOU WILL NOT HOLD OVERTURE RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON YOUR LISTING(S) REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.

11. TERMINATION. You and/or Overture may terminate the Agreement and/or your participation in any Program (unless otherwise provided in the relevant Program Terms), and Overture may suspend or terminate your participation on any Web Site or Third Party Product that is part of a Yahoo! Search Marketing Distribution Network, including removing your listings from any Yahoo! Search Marketing Marketplace or Yahoo! Search Marketing Distribution Network, at any time, for any reason or for no reason, and neither Overture nor any of the Overture Entities shall have any liability regarding such decisions. Upon termination, suspension or discontinuation of any Program or your participation therein, all outstanding payment obligations incurred under such Program will become immediately due and payable. These Master Terms and Conditions shall terminate automatically if you have terminated all Program Terms and Insertion Orders. Sections 2, 3, 4 (fifth and sixth sentences only), 5(iii) and 6 through 15 of these Master Terms and Conditions and any applicable provisions specified in the Program Terms shall survive any termination of the Agreement.

12. NOTICES. Overture may give general notices to you by posting on any Yahoo! Search Marketing Marketplace, any Yahoo! Search Marketing's Web Site, or by electronic mail to the e-mail address provided by you to Overture. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Overture is updated, current and correct. All notices to Overture shall be sent via recognized overnight courier or certified mail, return receipt requested, to: Chief Legal Officer, Overture Services, Inc., 74 N. Pasadena Ave., 3rd Floor, Pasadena, CA 91103.

13. CHOICE OF LAW. Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of California, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in the County of Los Angeles, California or another location designated by Overture. Any claim against Overture arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.

14. ELECTRONIC SIGNATURES EFFECTIVE. (a) The Agreement is an electronic contract that sets out the legally binding terms of your use of Yahoo! Search Marketing products and services, including the Yahoo! Search Marketing Web Sites. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in the Agreement and these Master Terms and Conditions and in any Programs Terms by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept the Agreement, including the Programs Terms and agree to the terms, conditions and notices contained or referenced therein. When you click on the "I Accept" button during enrollment, you also consent to have the Agreement provided to you in electronic form. You have the right to receive the Agreement in non-electronic form. You may request a non-electronic copy of the Agreement either before or after you electronically sign the Agreement. To receive a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: Chief Legal Officer, Overture Services, Inc., 74 North Pasadena Ave, 3rd Floor, Pasadena, California 91103. (b) You also have the right at any time to withdraw your consent to have the Agreement provided to you in electronic form.

Should you choose to withdraw your consent to have the Agreement provided to you in electronic form, Overture will discontinue your then-current username and password. This means that you will not have the right to use any of the Program(s), unless, and until, we issue you a new username and password. Overture only will issue you a new username and password after we receive a signed copy of a non-electronic version of the Agreement, which we will send to you upon written request.
To withdraw your consent and/or request a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: Overture, Chief Legal Officer, Overture Services, Inc., 74 North Pasadena Ave, 3rd Floor, Pasadena, California 91103.
Prospective Nature. Your withdrawal of consent shall be effective within a reasonable time after we receive your withdrawal notice described above. Your withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, you prior to the effective date of your withdrawal.

(c) Access and Retention. In order to access and retain the electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that you will not be able to continue to access and/or retain the electronic Agreement.

15. OTHER. You understand that Overture is a subsidiary of Yahoo, and that Yahoo and Overture use the Yahoo! Search Marketing services to advertise certain of their respective products and services. The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and Overture regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. Overture shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement, including access to the Yahoo! Search Marketing Web Sites or any information or data obtained therefrom, without Overture's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section 15 shall be void and of no force and effect. Overture and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by Overture, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term "including" is a term of enlargement meaning "including without limitation," and does not denote exclusivity. Overture may change the Agreement and/or the Privacy Policy at any time upon notice published on any of the Yahoo! Search Marketing Marketplaces, any Yahoo! Search Marketing Web Sites, or by e-mail notification to you. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of any Program, Yahoo! Search Marketing Marketplace, Yahoo! Search Marketing system or Yahoo! Search Marketing Web Site after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Program must be submitted in the form requested by Overture. Overture reserves the right to discontinue offering, and/or modify, any of the Programs, Yahoo! Search Marketing Marketplaces, Yahoo! Search Marketing systems, and/or Yahoo! Search Marketing Web Sites at any time. Except as otherwise specified by Overture, you agree that you will direct all communications relating to any Program, Yahoo! Search Marketing Marketplace, Yahoo! Search Marketing Distribution Network or Yahoo! Search Marketing Web Site or your participation therein directly to Overture and not to any other entity. You understand and agree that services and/or obligations to be performed hereunder by Overture may be performed by Overture's Parent and/or its Affiliates and references in these Program Terms to Overture may alternately or additionally refer to Overture's Parent and/or its Affiliates. The organization, specifications, structure or appearance of any Overture or Yahoo property or any page where your information (including listings) may be displayed may be redesigned or modified at any time. Terms used but not defined herein shall have the meanings given to such terms in the applicable Program Terms. If there is any conflict between the Master Terms and Conditions and Program Terms, the Program Terms shall control.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF CONVERSION COUNTER:

CONVERSION COUNTER PROGRAM TERMS AND CONDITIONS

1. INTRODUCTION. Overture provides you access to Conversion Counter (defined below), as available through a Yahoo! Search Marketing Web Site(s) subject to your compliance with the Agreement (including these Conversion Counter Program Terms, any other applicable Program Terms and Insertion Orders). For purposes of these Program Terms, Conversion Counter means the Program that enables you to coordinate conversion data obtained from your Web site(s) regarding your Overture campaign with your Yahoo! Search Marketing account information.

2. LIMITED USE LICENSE. Overture will provide you with proprietary software code (the "Yahoo! Search Marketing Code") for insertion on your Web site(s) solely in the manner described by Overture on the Account Set-Up Web page on the Yahoo! Search Marketing Web Site(s), and solely for the purpose of managing your Yahoo! Search Marketing accounts(s). Subject to the terms and conditions of these Program Terms, Overture grants you a revocable, non-exclusive non-transferable, non-sublicensable, limited use license to use, execute, and display the Yahoo! Search Marketing Code on your Web site(s) in the United States. Except for the limited license expressly granted in this Section, nothing in these Program Terms shall be construed as Overture granting you any right, title or interest in or to the Program, including the Yahoo! Search Marketing Code or any right under any patent, trade secret or other intellectual property rights of Overture. You acknowledge and agree that Overture owns all right, title and interest in and to the Program, including the Yahoo! Search Marketing Code (including all software and technology underlying any such product, service, and/or information) and all related intellectual and proprietary rights of any kind anywhere in the world. You agree that you will not use Conversion Counter, the Yahoo! Search Marketing Code, or the results created thereby, or disseminate or distribute any of this information, in violation of these Program Terms.

3. OWNERSHIP. Overture owns all data collected by or through Conversion Counter and/or Yahoo! Search Marketing Code and all reports, results, and/or information created, compiled, analyzed and/or derived by Overture from such data (collectively, "Data"). All Data shall be deemed Overture's Confidential Information. Each party hereto agrees to use the Data in strict compliance with its own privacy policy and these Program Terms.

4. PAYMENT. You agree to pay Overture the service fee, if any, for the version of Conversion Counter you sign up for in connection with your Web site(s). Overture reserves the right to start charging a service fee or change the service fee upon thirty (30) days written notice.

5. PRIVACY. In performance of the parties' obligations pursuant to these Program Terms, you agree not to transmit to Overture and/or the Overture Entities, and Overture and/or the Overture Entities shall not solicit or collect (provided that such information is not passed to Overture and/or the Overture Entities), any personally identifiable information of the visitors or customers to your Web site(s). You represent, warrant, and covenant that at all times while the Yahoo! Search Marketing Code is on your Web site, you will maintain a privacy policy on your Web site which shall, (a) be available, at a minimum, as a clear and conspicuous link from the main page of your Web site and on all Web pages where visitors' personally identifiable information is collected, (b) protects the privacy of the Data and complies with all applicable privacy laws, rules, and regulations, (c) obtain all rights and/or permissions necessary for Overture to use the Data as contemplated under these Program Terms, and (d) contain language materially similar to the following:

"We have contracted with Yahoo! Search Marketing to monitor certain pages of our Web site for the purpose of reporting Web traffic, statistics, advertisement 'click-throughs', and/or other activities on our Web site. Where authorized by us, Yahoo! Search Marketing may use cookies, Web beacons, and/or other monitoring technologies to compile anonymous statistics about our Web site visitors. No personally identifiable information is collected by or transferred to Yahoo! Search Marketing. For more information about how the information is collected and used by Yahoo! Search Marketing, please see the privacy policy located at or linked from http://searchmarketing.yahoo.com."

7. ADDITIONAL TERMS. Overture reserves the right to discontinue offering the Conversion Counter service at any time.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF SPONSORED SEARCH AND CONTENT MATCH� (COLLECTIVELY, "SPONSORED LISTINGS"):

SPONSORED LISTINGS PROGRAM TERMS AND CONDITIONS

1. USE. Overture provides you access to the Sponsored Listings Marketplace (defined below), as available through the Sponsored Listings Marketplace Distribution Network (defined below), subject to your compliance with the Agreement (including the Master Terms and Conditions, these Sponsored Listings Program Terms, and any other applicable Program Terms and Insertion Orders). For purposes of these Program Terms, the "Sponsored Listings Marketplace" is the forum where you manage your Sponsored Search and Content Match listings that are displayed in the Sponsored Listings Marketplace Results in connection with Selected Keywords (defined below). The Sponsored Listings Marketplace Results are made available in connection with the Sponsored Listings Marketplace Distribution Network, which is defined as the Yahoo! Search Marketing Web Sites and various third parties who may be authorized by Overture to make the Sponsored Listings Marketplace Results available as a link from, an add-on service to, or otherwise in connection with Third Party Products (defined as third party Web sites, content, applications and/or e-mails). (For purposes of the Master Terms and Conditions, the "Sponsored Listings Marketplace" is a "Yahoo! Search Marketing Marketplace;" the "Sponsored Listings Marketplace Results" are "Yahoo! Search Marketing Marketplace Results;" and the "Sponsored Listings Marketplace Distribution Network" is a "Yahoo! Search Marketing Distribution Network.") You agree that your listings, including your domain name, may be included in the Sponsored Listings Marketplace Results and made available in connection with the Sponsored Listings Marketplace Distribution Network including Third Party Products. Overture requires its distribution partners to comply with the CAN-SPAM Act of 2003. "Selected Keywords" include the keywords that you have selected as well as certain misspellings, singular/plural combinations, and other related keywords that Overture may map to your listings based on the keywords you selected or approved, your listings themselves or the Web sites to which the listings link. Solely for illustration purposes, and without limiting the foregoing, if you select the keyword "book," your listing may also appear in response to the keywords "books" or "buy books." A listing may (or may not) include at Overture or an Overture Entity's discretion, a listing title and/or description, text and/or graphics, and is subject to Overture's approval and these Program Terms.

2. PAYMENT. You agree that, in addition to any service fees, you will be charged for all clicks on your listings. Your listings in the Sponsored Listings Marketplace are subject to Yahoo! Search Marketing's then-current minimum bid and minimum cost requirements. Find out more here.

3. EFFECTS OF TERMINATION. Sections 2, 3, 5, and 6 shall survive any termination of these Program Terms.

4. USE OF OVERTURE SUBMISSIONS. By submitting or approving material or having material submitted on your behalf to the Sponsored Listings Marketplace, you grant Overture and the Overture Entities, a royalty-free, worldwide right and license in connection with the Sponsored Listings Marketplace and the Sponsored Listings Marketplace Distribution Network during the term of these Program Terms to: (i) use any part of the material, which use includes publicly performing, publicly displaying and distributing it, copying and manipulating it as reasonably necessary for such performance, display and distribution, and modifying it or using it commercially; and (ii) access, index, cache, and display the Web site(s) to which your listings link, or any portion thereof by any means including web spiders and crawlers, in connection with your listings, including the right to create and display copies of any text, graphics, images, audio, video, and other material included on such Web sites, including the right to create and display thumbnail and full-scale copies of any images or video included on such Web sites or elsewhere. Overture reserves the right to truncate, edit, refuse, reject or remove any listing at its discretion at any time. Overture does not guarantee that your listings will be placed in or available through the Sponsored Listings Marketplace Distribution Network, the Sponsored Listings Marketplace or the Sponsored Listings Marketplace Results, nor does Overture guarantee that your listings will appear in a particular position or rank, and Overture reserves the right to not place your listings and to stop placing or to remove your listings at any time for any reason. Final decision as to inclusion, relevancy, placement and the like is at Overture's sole discretion.

5. ACCEPTING OVERTURE SUGGESTIONS: By using a Selected Keyword, title, description, link, listing and/or other element of a listing that may be suggested by Overture or its third-party service providers, you represent, warrant and covenant that such Selected Keyword, title, description, link, listing or other element thereof is authorized by you and in compliance with the Agreement. You agree that Overture shall not have any liability for Selected Keywords or your listings, or for any changes that you make to Selected Keywords or your listings based on suggestions by Overture or a third-party service provider.

6. ADDITIONAL TERMS. You understand that Overture is a subsidiary of Yahoo, and that Yahoo and Overture use the Yahoo! Search Marketing services to advertise certain of their respective products and services. These Program Terms do not create a bailment of your listings and neither Overture nor any Overture Entity shall be deemed a carrier, bailee or warehouseman of any listings.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF LOCAL SPONSORED SEARCH:

LOCAL SPONSORED SEARCH PROGRAM TERMS AND CONDITIONS

1. USE. Overture provides you access to the Local Marketplace (defined below), as available through the Sponsored Listings Marketplace Distribution Network (defined below), subject to your compliance with the Agreement (including these Local Sponsored Search Program Terms, any other applicable Program Terms, the Master Terms and Conditions referenced below and any applicable Insertion Orders). For purposes of these Program Terms, the "Local Marketplace" is the forum where you manage your local listing(s) (defined below) that are displayed in the Sponsored Listings Marketplace Results in connection with Selected Keywords (defined below). The Sponsored Listings Marketplace Results are made available in connection with the Sponsored Listings Marketplace Distribution Network, which is defined as the Yahoo! Search Marketing Web Sites and various third parties who may be authorized by Overture to make the Sponsored Listings Marketplace Results available as a link from, an add-on service to, or otherwise in connection with Third Party Products (defined as third party Web sites, content, applications and/or e-mails). (For purposes of the Master Terms and Conditions, the "Local Marketplace" is a "Yahoo! Search Marketing Marketplace;" the "Sponsored Listings Marketplace Results" are "Yahoo! Search Marketing Marketplace Results;" and the "Sponsored Listings Marketplace Distribution Network" is a "Yahoo! Search Marketing Distribution Network.") You agree that your local listing(s), including your domain name, may be included in the Sponsored Listings Marketplace Results and made available in connection with the Sponsored Listings Marketplace Distribution Network including Third Party Products. For purposes of the Agreement, "local listing" may include, at the discretion of Overture or the entities in the Sponsored Listings Marketplace Distribution Network, a title, description, location information, hours of operation, contact information, accepted payment methods, a link to the applicable Web site, and a distance measurement/targeting radius around either the applicable physical location or service area (which may be narrowed at the discretion of Overture or the entities in the Sponsored Listings Marketplace Distribution Network). When a user clicks on a local listing, a "Locator Page" may be generated and/or hosted by a third party, and may contain text identifying the applicable business address, contact information, hours of operation, accepted payment methods, map and, if applicable, a link to the applicable Web site and may display such Web site. Overture and/or the entities in the Sponsored Listings Marketplace Distribution Network may, in their discretion, from time to time, determine whether a Locator Page is displayed and whether to change the information contained therein. You may elect to not display a business location address on the Locator Page corresponding to the local listing, in which event you instead must display a service area and certain contact information as required by Overture in its discretion. As a prerequisite for enrolling in the Local Sponsored Search, you must maintain a physical business location and/or serve customers within a certain radius of the business address you provide to Overture. When you sign up for Local Sponsored Search, you must provide Overture with a physical business address or service area, and keep such information current with Overture. Overture requires its distribution partners to comply with the CAN-SPAM Act of 2003. "Selected Keywords" include the keywords that you have selected as well as certain misspellings, singular/plural combinations, and other related keywords that Overture may map to your listings based on the keywords you selected or approved, your listings themselves or the Web sites to which the listings link. Solely for illustration purposes, and without limiting the foregoing, if you select the keyword "book," your listing may also appear in response to the keywords "books" or "buy books." A local listing may (or may not) include and at Overture or an Overture Entity's discretion, a listing title and/or description, text and/or graphics, and is subject to Overture's approval and these Program Terms.

2. PAYMENT. You agree that, in addition to any service fees, you will be charged for all clicks on your local listing(s). Your local listings in the Local Marketplace are subject to Yahoo! Search Marketing's then-current minimum bid and minimum cost requirements. Find out more here.

3. EFFECTS OF TERMINATION. Sections 2, 3, 5, and 6 shall survive any termination of these Program Terms.

4. USE OF OVERTURE SUBMISSIONS. By submitting or approving material or having material submitted on your behalf to the Local Marketplace you grant Overture and the Overture Entities, a royalty-free, worldwide right and license in connection with the Local Marketplace and the Sponsored Listings Marketplace Distribution Network during the term of these Program Terms to: (i) use any part of the material, which use includes publicly performing, publicly displaying and distributing it, copying and manipulating it as reasonably necessary for such performance, display and distribution, and/or modifying it or using it commercially; and (ii) access, index, cache, and display the Web site(s) to which your local listings link, or any portion thereof, by any means including web spiders and/or crawlers in connection with your local listings, including the right to create and display copies of any text, graphics, images, audio, video, and other material included on such Web sites, including the right to create and display thumbnail and full-scale copies of any images or video included on such Web sites or elsewhere. Overture reserves the right to truncate, edit, refuse, reject or remove any local listing at its discretion at any time. Overture does not guarantee that your local listing(s) will be placed in, or available through, the Sponsored Listings Marketplace Distribution Network, the Local Marketplace or the Sponsored Listings Marketplace Results, nor does Overture guarantee that your listings will appear in a particular position or rank, and Overture reserves the right to not place your local listing(s), and/or to stop placing or to remove your local listing(s) at any time for any reason. Final decision as to inclusion, relevancy, placement and the like is at Overture's sole discretion.

5. ACCEPTING OVERTURE SUGGESTIONS. By using a Selected Keyword, title, description, link, listing and/or other element of a local listing that may be suggested by Overture or its third-party service providers, you represent, warrant, and covenant that such Selected Keyword, title, description, link, listing and/or other element thereof is authorized by you and in compliance with the Agreement. You agree that Overture shall not have any liability for Selected Keywords or your local listings, or for any changes that you make to Selected Keywords or your local listings based on suggestions by Overture or a third-party service provider.

6. ADDITIONAL TERMS. You understand that Overture is a subsidiary of Yahoo, and that Yahoo and Overture use the Yahoo! Search Marketing services to advertise certain of their respective products and services. If you sell different products or services at any physical location or service area, you agree to maintain separate local accounts for each such location, or alternatively, remove Selected Keywords from your account that do not apply to all physical locations or all service areas. You represent, warrant, and covenant that the local listing(s) for each location, including the Selected Keywords, and the title and/or description that you provide, fairly and accurately describe the goods or services that you sell at that particular physical business location or within the service area you have identified, and that you will keep all such information current. These Program Terms do not create a bailment of your local listings and neither Overture nor any Overture Entity shall be deemed a carrier, bailee or warehouseman of any local listings.

The Agreement, including the Master Terms and Conditions and Program Terms, was last updated on November 11, 2005.

ADVERTISER MASTER SERVICES TERMS AND CONDITIONS FOR AGENCIES AND RESELLERS

1. INTRODUCTION. Overture Services, Inc. ("Overture") is a wholly owned subsidiary of Yahoo! Inc. ("Yahoo" or Overture's "Parent") and operates as a separate business entity, however Yahoo! Search Marketing products and services carry the Yahoo or Yahoo! Search Marketing brands. Overture provides you and, if applicable, any of your Affiliates (defined below), and your respective advertising clients who you enroll in a Program as Overture advertisers/customers (the "Advertisers"), access to certain products, services and/or programs (collectively, "Programs" and each, a "Program") subject to your acceptance of and compliance with these Advertiser Master Services Terms and Conditions for Agencies and Resellers (the "Master Terms and Conditions"), the terms and conditions of the Programs in which you enroll your advertising clients (the "Program Terms"), and any Insertion Order that you or one of your Affiliates complete or that is completed on your behalf (provided that in the case your Affiliate enters into the Insertion Order, such Insertion Order specifically references these Master Terms and Conditions), (either online as part of the Online Sign-Up form, or offline, when enrolling your customers as Advertisers, each an "Insertion Order") (collectively, the "Agreement"). In the Agreement, (i) "you" and "your" means collectively you the advertising agency, reseller or other entity representing Advertisers and, if applicable, your Affiliates who enter into an Insertion Order for a Program (the "Representative"), together with all of the Advertisers and (ii) "Affiliate" means, as to any person or entity, an entity or person that directly or indirectly controls, is controlled by or is under common control with that person or entity, and the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities or a written voting rights agreement. These Master Terms and Conditions and applicable Program Terms and Insertion Orders shall apply to all Programs in which you have enrolled. Regarding each Advertiser account, the term of the Agreement will commence on the date you enroll your advertising client as an "Advertiser" and will end when terminated by either party in accordance with the terms of the Agreement (the "Term"). If there is an Insertion Order, the Term will commence on the Effective Date set forth in the initial Insertion Order, and will continue in effect for the term and/or until the End Date if specified therein or in any renewal Insertion Orders, unless earlier terminated by either party in accordance with the terms of the Agreement.

2. PAYMENT. You agree to pay Overture all charges to your account for any Program in which you enroll, in accordance with these Master Terms and Conditions, the applicable Program Terms, any applicable Insertion Orders and any Payment Plans (defined below) Representative selects. Representative agrees to make every reasonable effort to collect payment from the Advertisers on a timely basis. Upon Overture's request, Representative will confirm whether an Advertiser has paid to it in advance funds sufficient to make payments pursuant to the Agreement. Representative's credit is established on an Advertiser-by-Advertiser basis. Representative has authorized Overture to run credit checks and to check bank balances and to contact references, each with respect to itself and the Advertisers. If Overture does not receive timely payment or if you exceed your monthly maximum prepayment hereunder, (i) you will incur a debit balance for the value of any unpaid charges incurred under your account, (ii) you agree to pay all amounts due on your account upon demand, and (iii) Overture reserves the right to either suspend or terminate your account with Overture (which may include a particular Advertiser(s) account(s) or all of Representative's accounts), including deletion of your listings from any or all Yahoo! Search Marketing Marketplace(s) and Yahoo! Search Marketing Marketplace Results (each as defined in the applicable Program Terms). Except as may be set forth in the Program Terms, any service fees charged to your account and initial deposit(s) are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to Overture within 60 days of such charge otherwise such dispute will be waived and such charge will be final and not subject to challenge. If you fail to make payment as set forth herein, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by Overture in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to the Agreement, you shall pay such taxes to ensure that Overture receives the full amount invoiced to you without offset or deduction. You shall promptly furnish to Overture the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. Each party is responsible for all costs associated with the performance obligations of such party under the Agreement. Each of your Yahoo! Search Marketing accounts shall be subject to Yahoo! Search Marketing's then-current minimum bid and cost requirements. You agree to promptly (i) update all information to keep your account and Payment Method (defined below) current, complete and accurate (such as a change in billing address or e-mail), (ii) notify Overture in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password, and (iii) notify Overture in writing if Representative's Payment Method is canceled.

3. PAYMENT PLANS; PAYMENT LIABILITY. (a) Payment Plans. From time to time, Overture may offer Representative the opportunity to enroll in a payment plan ("Payment Plan") to manage charges to your account. If Representative enrolls in a Payment Plan, you are bound by the terms of that Payment Plan. If Representative has chosen a Payment Plan providing for a fixed maximum payment per month, you agree that if your charges equal or exceed your monthly maximum payment, your listings will be removed from the applicable Yahoo! Search Marketing Marketplace Results and/or Program for the remainder of that month and you will incur a debit balance for the value of any unpaid charges incurred under your account, including any amounts accrued prior to the time your listings are actually removed. Charges will be posted to your account and must be paid pursuant to the terms of the Payment Plan Representative selects before any of your listings will be made available in the applicable Yahoo! Search Marketing Marketplace (defined in the applicable Program Terms), Yahoo! Search Marketing Marketplace Results, and/or Program. Representative authorizes Overture to charge its credit card, charge card, debit card or financial institution account (hereinafter its "Payment Method") for all charges to your Yahoo! Search Marketing account. The terms of your payment will be based on Representative's Payment Method and may be determined by agreements between Representative and the financial institution providing its Payment Method. If Representative selects Budgeting (as described at a Yahoo! Search Marketing Web Site(s) and as may be modified from time to time), you agree to (a) ensure that the amount you select for your approximate daily budget is reasonably related to (i) the Selected Keywords (defined in the applicable Program Terms) you bid on, and (ii) the amounts you bid on such Selected Keywords; and (b) promptly increase your approximate daily budget to an appropriate amount if your daily budget does not comply with the foregoing. Non-Stop and Fixed Budget Payment Plans are offered on a periodic basis and are self-renewing unless or until your participation in such Payment Plan is terminated by Representative or Overture. Your non-termination or continued use of a Yahoo! Search Marketing Marketplace, Programs, and/or the Yahoo! Search Marketing Web Sites (defined below) reaffirms that Overture is authorized to charge Representative's Payment Method automatically. Overture may submit those charges for payment and you will be responsible for such charges. Overture reserves the right to modify, suspend or terminate any Payment Plan and/or your participation therein at any time. If Overture modifies the terms of a Payment Plan, the modified terms of the Payment Plan will be reflected in an updated version of the Agreement posted on any of the Yahoo! Search Marketing Marketplaces, any of the Yahoo! Search Marketing Web Sites, or by e-mail notification to Representative. If Representative does not consent to such modified terms, it may elect to discontinue enrollment in the Payment Plan at any time by providing written notice to Overture before the effective date of such modified terms. Your continued enrollment constitutes your acceptance of the terms of the Payment Plan as modified. (b) NON-STOP TRAFFIC PAYMENT PLAN: Under the Non-Stop Traffic Payment Plan, Representative preauthorizes Overture to charge periodically its Payment Method on a recurring basis for the amount specified. If you equal or exceed this amount, this Payment Plan is designed to provide uninterrupted service for you by (i) automatically replenishing your account using Representative's Payment Method, (ii) paying for all charges in excess of the amount Representative has preauthorized, and (iii) applying the remaining balance to future charges. Representative's Payment Method will be charged for the preauthorized amount whenever your account has fewer than approximately the prior three (3) days worth of click charges remaining, as determined by Overture in its sole discretion. The foregoing amount then will be credited to your account and, after any debit balance that you may have incurred for charges not paid is first deducted, the balance will be available to pay for future charges; thus, while the amount charged to Representative's Payment Method will remain the same from month-to-month, the amount actually available in your account to pay for future charges will vary depending upon the charges you have incurred. Overture will send Representative a notification to the e-mail address associated with its account after each such preauthorized transaction to notify Representative that your account has been replenished and Representative's Payment Method debited. Such charges should appear on the periodic statement sent to Representative by the provider of its Payment Method. Unless Representative discontinues enrollment in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement with Overture or the discontinuation of, or your participation in, this Payment Plan as determined by Overture. For your future reference, Representative agrees to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of its preauthorization. (c) FIXED BUDGET PAYMENT PLAN: Under the Fixed Budget Payment Plan, Representative determines a monthly maximum amount for charges to its account subject to the provisions below. When Representative enrolls in the Fixed Budget Payment Plan, Representative preauthorizes Overture to charge periodically its Payment Method each month up to the maximum amount that it specifies. Notwithstanding the monthly maximum amount of charges Representative specifies, if you equal or exceed your available balance in any month, you will incur a debit balance; this debit balance will be deducted from the amount next charged to Representative's Payment Method and the remaining balance will be credited to your account to pay for future charges. Overture will send Representative a notification to the e-mail address associated with your account after each such preauthorized transaction to notify Representative that your account has been replenished and Representative's Payment Method debited. Such charges should appear on the periodic statement sent to Representative by the provider of its Payment Method. You understand that your Yahoo! Search Marketing account may be taken offline for the remainder of any month in which your account equals or exceeds your budget amount. Unless Representative or Overture discontinues your enrollment or participation in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement or the applicable Program Terms with Overture. For your future reference, Representative agrees to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of Representative's preauthorization.

(b) Payment Liability. Unless otherwise set forth in the Program Terms, Representative, together with each of the Advertisers, shall be jointly and severally liable for all obligations, covenants, representations, warranties, indemnities and agreements contained in the Agreement. Overture shall be entitled to proceed directly against Representative or directly against the Advertisers, or may proceed against one or more parties jointly. You hereby waive any law that may require Overture to proceed against one or more of you prior to proceeding against any others who may also be liable. Representative is obligated to promptly pay all amounts due Overture regardless of whether it has received payment from the Advertisers.

4. ACCESS. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or for Overture, are referred to herein as the "Yahoo! Search Marketing Web Sites." During the Term, Representative is authorized to access and use the Yahoo! Search Marketing Programs and Yahoo! Search Marketing Web Sites and the content therein and data obtained therefrom solely for internal use to manage the Advertiser's accounts with Overture to whom such content or data directly relates and will not disseminate any of this information (other than to the Advertiser to whom such information directly relates provided that such Advertiser has agreed not to disseminate such information or use such information other than to manage its account with Overture), and to conduct searches for your own internal use provided that you do not violate the Agreement. You shall not disclose or make available passwords or access codes related to an Advertiser's Yahoo! Search Marketing account or Representative's Web-based interface utilized by Advertisers as the means of accessing any part of a Program. You agree that you will not use any automated means, including agents, robots, scripts, or spiders, to access or manage your account with Overture or to monitor or copy the Yahoo! Search Marketing Web Sites or the content contained therein except those automated means expressly made available by Overture, if any, or authorized in advance and in writing by Overture (for example, Overture-approved third party tools and services). The Yahoo! Search Marketing Web Sites contain robot exclusion headers and you agree that you will not bypass Yahoo! Search Marketing's robot exclusion headers (including using any device, software or routine to accomplish that goal), or interfere or attempt to interfere with the proper working of the Yahoo! Search Marketing Web Sites or any Program, Yahoo! Search Marketing Marketplace or Yahoo! Search Marketing system. You agree that Yahoo! Search Marketing Programs and formatting may be used only as permitted in the applicable Program Terms and may not be used by, nor made available to, any third party. Overture is a technology company and innovation is necessary to enable Overture to provide you with competitive Programs. To accomplish that goal, you understand that Overture frequently conducts tests on Yahoo! Search Marketing traffic and, notwithstanding any applicable terms, you authorize Overture to conduct and charge for the services provided under the applicable Program Terms (as set forth in the applicable Insertion Order or your online account) during such tests. You understand that your listings may be distributed through the Yahoo! Search Marketing Distribution Network based upon certain user targeting initiatives. You also understand that Overture may from time to time offer incentives and promotions to Advertisers, which may include free clicks.

6. CONFIDENTIALITY. "Confidential Information" means any information disclosed to you by Overture, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Overture; (ii) becomes publicly known and made generally available after disclosure to you by Overture other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Overture as shown by your files and records. You shall not at any time (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (b) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. You agree to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. You may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give Overture prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain Overture's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Overture immediately upon Overture's request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Overture, its Parent and/or Affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Overture and/or Yahoo Privacy Policy ("Privacy Policy") (as posted on or linked from a Yahoo! Search Marketing Web Site), the Agreement shall control. Notwithstanding anything to the contrary in the Agreement or the applicable Privacy Policy, all data and information gathered or received by Overture in connection with providing the applicable Programs and/or services and all information described in the Privacy Policy may be shared with and used by (x) Overture, its Parent and/or Affiliates, and/or (y) certain selected third parties only in aggregated, anonymous form. You may not issue any press release or other public statement regarding the Agreement, Overture, its Parent and/or Affiliates without Overture's prior written consent.

7. REPRESENTATIONS AND WARRANTIES. (a) You represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) you are a business, not a consumer, and that your use of Yahoo! Search Marketing's services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, data feeds, listings, titles, URLs, descriptions and, if applicable, Selected Keywords) for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and in the Web site to which it links and on Representative's web sites, and all emails, newsletters and other materials of Representative and technology used by Representative in connection therewith: (a) do not violate any law, statute, ordinance, treaty or regulation or Yahoo! Search Marketing policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Program Terms; and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Overture, clicking, impression or marketing activities through any Yahoo! Search Marketing Program or service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003. (b) In addition, Representative represents, warrants, and covenants that it is the authorized agent of the Advertisers and has the legal authority to enter into the Agreement on behalf of the Advertisers and that such authority includes the right to bind such Advertisers, to manage such Advertisers' accounts with Overture, and to make all decisions (including bid price, listing terms, monthly spend) and take all actions (including adding and deleting listings, creating new listings, editing listings, changing bid amounts, billing and collection of amounts owed by Advertisers) relating to such accounts and to grant the permissions herein. Upon request by Overture, Representative agrees to immediately deliver to Overture the agreement(s) that designate Representative as an Advertiser's agent and so authorizes Representative to act on its behalf in connection with the Agreement.

9. WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT THE PROGRAMS (INCLUDING ANY YAHOO! SEARCH MARKETING DISTRIBUTION NETWORK (DEFINED IN THE APPLICABLE PROGRAM TERMS), YAHOO! SEARCH MARKETING MARKETPLACES, YAHOO! SEARCH MARKETING SYSTEMS AND YAHOO! SEARCH MARKETING WEB SITES, INCLUDING ALL INFORMATION CONTAINED THEREIN, ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. OVERTURE HEREBY DISCLAIMS ON BEHALF OF ITSELF AND ALL OVERTURE ENTITIES ANY AND ALL WARRANTIES INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

10. LIMITATION OF LIABILITY. ANY LIABILITY OF OVERTURE AND THE OVERTURE ENTITIES IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY SHALL BE STRICTLY LIMITED TO THE AMOUNT ALREADY PAID BY YOU TO OVERTURE ON BEHALF OF THE PARTICULAR ADVERTISER PURSUANT TO THE AGREEMENT IN THE PRIOR SIX MONTH PERIOD. IN NO EVENT SHALL OVERTURE OR ANY OVERTURE ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU AGREE THAT YOU WILL NOT HOLD OVERTURE RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON YOUR LISTING(S) REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.

11. TERMINATION. Representative and/or Overture may terminate the Agreement and/or your participation in any Program (which includes a particular Advertiser account(s) or all of Representative's accounts), unless otherwise provided in the relevant Program Terms, and Overture may suspend or terminate your participation (which includes a particular Advertiser account(s) or all of Representative's accounts) on any Web Site or Third Party Product that is part of a Yahoo! Search Marketing Distribution Network, including removing your listings from any Yahoo! Search Marketing Marketplace or Yahoo! Search Marketing Distribution Network, at any time, for any reason or for no reason, and neither Overture nor any of the Overture Entities shall have any liability regarding such decisions. Upon termination, suspension or discontinuation of any Program or your participation therein, all outstanding payment obligations incurred under such Program will become immediately due and payable. These Master Terms and Conditions shall terminate automatically if you have terminated all Program Terms and Insertion Orders. Sections 2, 3, 4 (fifth and sixth sentences only), 5(iii), 6 through 13, and 17 of these Master Terms and Conditions and any applicable provisions specified in the Program Terms shall survive any termination of the Agreement.

12. NOTICES. Overture may give general notices to you by posting on any Yahoo! Search Marketing Marketplace, any Yahoo! Search Marketing Web Site or by electronic mail to the e-mail address provided by you to Overture. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Overture is updated, current and correct. All notices to Overture shall be sent via recognized overnight courier or certified mail, return receipt requested, to: Chief Legal Officer, Overture Services, Inc., 74 N. Pasadena Ave., 3rd Floor, Pasadena, CA 91103.

14. ELECTRONIC SIGNATURES EFFECTIVE. (a) The Agreement is an electronic contract that sets out the legally binding terms of your use of Yahoo! Search Marketing products and services, including the Yahoo! Search Marketing Web Sites. Representative indicates its acceptance (including acceptance on behalf of all Advertisers) of the Agreement and all of the terms and conditions contained or referenced in the Agreement and these Master Terms and Conditions and in any Programs Terms by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By Representative clicking on the "I Accept" button, you accept the Agreement, including the Programs Terms, and agree to the terms, conditions and notices contained or referenced therein. When Representative clicks on the "I Accept" button during enrollment, it also consents to have the Agreement provided to it in electronic form. Representative has the right to receive the Agreement in non-electronic form. Representative may request a non-electronic copy of the Agreement either before or after it electronically signs the Agreement. To receive a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: Chief Legal Officer, Overture Services, Inc., 74 North Pasadena Ave, 3rd Floor, Pasadena, California 91103.

(b) Representative also has the right at any time to withdraw its consent to have the Agreement provided to it in electronic form.

Should Representative choose to withdraw its consent to have the Agreement provided to it in electronic form, Overture will discontinue its then-current username and password. This means that neither Representative nor its Advertisers will have the right to use any of the Program(s), unless, and until, we issue Representative a new username and password. Overture only will issue Representative a new username and password after we receive a signed copy of a non-electronic version of the Agreement, which we will send to Representative upon written request.
To withdraw Representative's consent and/or request a non-electronic copy of the Agreement, please send a letter and self-addressed stamped envelope to: Overture, Chief Legal Officer, Overture Services, Inc., 74 North Pasadena Ave, 3rd Floor, Pasadena, California 91103.
Prospective Nature. Representative's withdrawal of consent shall be effective within a reasonable time after we receive its withdrawal notice described above. Representative's withdrawal of consent will not affect the legal validity or enforceability of the Agreement provided to, and electronically signed by, Representative prior to the effective date of your withdrawal.

(c) Access and Retention. In order to access and retain the electronic Agreement, Representative must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, Representative must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, Representative may save it into any word processing program. We will notify Representative of any changes in the hardware or software requirements needed to access and/or retain the Agreement that create a material risk that Representative will not be able to continue to access and/or retain the electronic Agreement.

15. RELATIONSHIP BETWEEN OVERTURE AND REPRESENTATIVE. As between Overture and Representative, (a) Representative shall solicit entities to become Overture advertisers and is solely responsible for billing and collection from the Advertisers and managing the Advertisers' Yahoo! Search Marketing accounts for the Programs in which the Advertisers have enrolled through Representative, and (b) Overture is solely responsible for providing the applicable Yahoo! Search Marketing services and any service disputes arising from the Advertisers and Overture shall have full control over how it deals with its advertisers (including the Advertisers). Representative shall not (i) make any representation, guarantee or warranty concerning Overture or any Yahoo! Search Marketing services or Programs or make any commitments to Advertisers or potential Advertisers on Overture's behalf except as expressly authorized by Overture in writing, (ii) negotiate any terms or conditions related to the licensing or support of any Program which may affect the rights, protections and obligations of Overture or that are inconsistent with the terms hereof, (iii) engage in any false, deceptive, misleading or unethical practices including in connection with the advertising, marketing or sublicensing of the Services, or (iv) use (or permit the use of) Yahoo! Search Marketing Programs, services or documentation in violation of applicable laws, rules, treaties, or regulations, and/or the Agreement. All proposed Advertisers referred by Representative are subject to prior acceptance by Overture in its sole discretion. Representative shall perform all of its obligations in a high-quality, diligent, professional manner consistent with the requirements established by Overture from time to time and shall not engage in any action that, in Overture's sole discretion, reflects poorly on Overture, an Overture Entity and/or its and their Affiliates, Yahoo! Search Marketing products, services or content, and/or a Yahoo! Search Marketing Marketplace, or otherwise disparages, devalues, tarnishes, blurs or dilutes, including a Yahoo! Search Marketing Marketplace, and/or Yahoo! Search Marketing products, services, content, name, trademarks, logos, service marks, trade name, reputation or goodwill. Overture may provide Representative with documentation containing marketing and technical information about a Program which Representative may use hereunder in connection with promoting such Program ("Documentation"), subject to any additional requirements of Overture with respect thereto. Representative shall have the right to make at its own cost a reasonable number of copies of the Documentation. Representative shall not alter or remove any logos, marks, notices, serial numbers, labels, tags or other identifying marks, symbols or legends applied by Overture to any Documentation. Any Documentation is provided "as is", without representation or warranty, and is used by Representative at its own risk.

16. SUPPORT. You agree to use best efforts to assist all Advertisers with up-front implementation support via e-mail with a maximum response time of 24 hours. You agree to provide all ongoing and routine updates and maintenance for the Yahoo! Search Marketing services as reasonably requested by Overture. In addition, you agree to provide telephone-based support between the hours of 9:00 am and 6:00 pm (P.S.T.) Monday through Friday.

17. OTHER. You understand that Overture is a subsidiary of Yahoo, and that Yahoo and Overture use the Yahoo! Search Marketing services to advertise certain of their respective products and services. The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and Overture regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. Overture shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement, including access to the Yahoo! Search Marketing Web Sites or any information or data obtained therefrom, without Overture's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section 17 shall be void and of no force and effect. Overture and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by Overture, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term "including" is a term of enlargement meaning "including without limitation," and does not denote exclusivity. Overture may change the Agreement and/or the Privacy Policy at any time upon notice published on any of the Yahoo! Search Marketing Marketplaces, any Yahoo! Search Marketing Web Site, or by e-mail notification to Representative. Any use by you, your agents, representatives, employees, or any person or entity acting on your behalf, of any Program, Yahoo! Search Marketing Marketplace, Yahoo! Search Marketing system or Yahoo! Search Marketing Web Site after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Program must be submitted in the form requested by Overture. Overture reserves the right to discontinue offering, and/or modify, any of the Programs, Yahoo! Search Marketing Marketplaces, Yahoo! Search Marketing systems, and/or Yahoo! Search Marketing Web Sites at any time. Representative agrees that each Advertiser will own the keywords, titles and description of the Advertiser's listings. Except as otherwise specified by Overture, you agree that you will direct all communications relating to any Program, Yahoo! Search Marketing Marketplace, Yahoo! Search Marketing Distribution Network or Yahoo! Search Marketing Web Site or your participation therein directly to Overture and not to any other entity. You understand and agree that services and/or obligations to be performed hereunder by Overture may be performed by Overture's Parent and/or its Affiliates and references in these Program Terms to Overture may alternately or additionally refer to Overture's Parent and/or its Affiliates. The organization, specifications, structure or appearance of any Overture or Yahoo property or any page where your information (including listings) may be displayed may be redesigned or modified at any time. During the term of the Agreement and for twelve (12) months after termination thereof, you shall not directly or indirectly contact, refer or solicit Overture's employees, consultants, or agents, or cause others to do so. Terms used but not defined herein shall have the meanings given to such terms in the applicable Program Terms. If there is any conflict between the Master Terms and Conditions and Program Terms, the Program Terms shall control.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF CONVERSION COUNTER:

CONVERSION COUNTER PROGRAM TERMS AND CONDITIONS FOR AGENCIES AND RESELLERS

1. INTRODUCTION. Overture provides your advertising customers who enroll in the Conversion Counter Program hereunder ("Advertisers") access to Conversion Counter (defined below), as available through a Yahoo! Search Marketing Web Site(s) subject to your compliance with the Agreement (including the Master Terms and Conditions, these Conversion Counter Program Terms, any other applicable Program Terms and any applicable Insertion Orders). For purposes of these Program Terms, Conversion Counter means the Program that enables you to coordinate conversion data obtained from each Advertiser's Web site(s) regarding its Overture campaign with its Yahoo! Search Marketing account information.

2. LIMITED USE LICENSE. Overture will provide you with proprietary software code (the "Yahoo! Search Marketing Code") for insertion on each Advertiser's Web site(s) solely in the manner described by Overture on the Account Set-Up Web page on the Yahoo! Search Marketing Web Site(s), and solely for the purpose of managing the Advertiser's Yahoo! Search Marketing accounts(s). Subject to the terms and conditions of these Program Terms, Overture grants you a revocable, non-exclusive non-transferable, non-sublicensable, limited use license to use, execute, and display the Yahoo! Search Marketing Code on each Advertiser's Web site(s) in the United States and access Conversion Counter through a Yahoo! Search Marketing Web Site(s). Except for the limited license expressly granted in this Section, nothing in these Program Terms shall be construed as Overture granting you any right, title or interest in or to the Program, including the Yahoo! Search Marketing Code or any right under any patent, trade secret or other intellectual property rights of Overture. You acknowledge and agree that Overture owns all right, title and interest in and to the Program, including the Yahoo! Search Marketing Code (including all software and technology underlying any such product, service, and/or information) and all related intellectual and proprietary rights of any kind anywhere in the world. You agree that you will not use Conversion Counter, the Yahoo! Search Marketing Code, or the results created thereby, or disseminate or distribute any of this information, in violation of these Program Terms.

3. OWNERSHIP. Overture owns all data collected by or through Conversion Counter and/or Yahoo! Search Marketing Code and all reports, results, and/or information created, compiled, analyzed and/or derived by Overture from such data (collectively, "Data"). All Data shall be deemed Overture's Confidential Information. Each party hereto (including each Advertiser) agrees to use the Data in strict compliance with its own privacy policy and these Program Terms.

4. PAYMENT. You agree to pay Overture the service fee, if any, for the version of Conversion Counter you sign up for in connection with each Advertiser's Web site(s). Overture reserves the right to start charging a service fee or change the service fee upon thirty (30) days written notice.

5. PRIVACY. In performance of the parties' obligations pursuant to these Program Terms, you agree not to transmit to Overture and/or the Overture Entities, and Overture and/or the Overture Entities shall not solicit or collect (provided that such information is not passed to Overture and/or the Overture Entities), any personally identifiable information of the visitors or customers to any Advertiser's Web site(s). You represent, warrant, and covenant that at all times while the Yahoo! Search Marketing Code is in your possession, custody or control, you will maintain and adhere to a privacy policy on your Web site which shall, (a) be available, at a minimum, as a clear and conspicuous link from the main page of your Web site and on all Web pages where visitors' personally identifiable information is collected, (b) protects the privacy of the Data and complies with all applicable privacy laws, rules, and regulations, (c) obtain all rights and/or permissions necessary for Overture to use the Data as contemplated under these Program Terms, and (d) contain language materially similar to the following:

6. EFFECTS OF TERMINATION. You agree to remove the Yahoo! Search Marketing Code from all items under your possession, custody, and/or control within 15 days after termination of these Program Terms, and Overture reserves the right to charge you the service fee until such time as you remove the Yahoo! Search Marketing Code and you notify Overture in writing of its removal. In connection with such termination, it is Representative's responsibility to assist Advertisers in removing the Yahoo! Search Marketing Code from the Advertiser(s)' Web site(s) at Representative's and/or Advertiser(s)' own cost and Representative shall promptly certify in writing to OPM that the OPM Code has been removed. Sections 3, 4, 5, 6 and 7 of these Program Terms shall survive any termination of these Program Terms.

7. ADDITIONAL TERMS. Overture reserves the right to discontinue offering the Conversion Counter service at any time.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF SPONSORED SEARCH AND CONTENT MATCH� (COLLECTIVELY, "SPONSORED LISTINGS"):

SPONSORED LISTINGS PROGRAM TERMS AND CONDITIONS FOR AGENCIES AND RESELLERS

1. USE. Overture provides you access to the Sponsored Listings Marketplace (defined below), as available through the Sponsored Listings Marketplace Distribution Network (defined below), subject to your compliance with the Agreement (including the Master Terms and Conditions, these Sponsored Listings Program Terms, and any other applicable Program Terms and Insertion Orders). For purposes of these Program Terms, the "Sponsored Listings Marketplace" is the forum where you manage your Sponsored Search and Content Match? listings that are displayed in the Sponsored Listings Marketplace Results in connection with Selected Keywords (defined below). The Sponsored Listings Marketplace Results are made available in connection with the Sponsored Listings Marketplace Distribution Network, which is defined as the Yahoo! Search Marketing Web Sites and various third parties who may be authorized by Overture to make the Sponsored Listings Marketplace Results available as a link from, an add-on service to, or otherwise in connection with Third Party Products (defined as third party Web sites, content, applications and/or e-mails). (For purposes of the Master Terms and Conditions, the "Sponsored Listings Marketplace" is a "Yahoo! Search Marketing Marketplace;" the "Sponsored Listings Marketplace Results" are "Yahoo! Search Marketing Marketplace Results;" and the "Sponsored Listings Marketplace Distribution Network" is a "Yahoo! Search Marketing Distribution Network.") You agree that your listings, including your domain name, may be included in the Sponsored Listings Marketplace Results and made available in connection with the Sponsored Listings Marketplace Distribution Network including Third Party Products. Overture requires its distribution partners to comply with the CAN-SPAM Act of 2003. "Selected Keywords" include the keywords that you have selected as well as certain misspellings, singular/plural combinations, and other related keywords that Overture may map to your listings based on the keywords you selected or approved, your listings themselves or the Web sites to which the listings link. Solely for illustration purposes, and without limiting the foregoing, if you select the keyword "book," your listing may also appear in response to the keywords "books" or "buy books." A listing may (or may not) include at Overture or an Overture Entity's discretion, a listing title and/or description, text and/or graphics, and is subject to Overture's approval and these Program Terms.

2. PAYMENT. You agree that, in addition to any service fees, and any initial deposit for each Advertiser which will be credited to the Advertiser's account, are non-refundable. Your listings in the Sponsored Listings Marketplace are subject to Yahoo! Search Marketing's then-current minimum bid and minimum cost requirements. Find out more here.

3. EFFECTS OF TERMINATION Sections 2, 3, 5, and 6 shall survive any termination of these Program Terms.

4. USE OF OVERTURE SUBMISSIONS. By submitting or approving material or having material submitted on the Advertisers' behalf to the Sponsored Listings Marketplace, you grant Overture and the Overture Entities, a royalty-free, worldwide right and license in connection with the Sponsored Listings Marketplace and the Sponsored Listings Marketplace Distribution Network during the term of these Program Terms to: (i) use any part of the material, which use includes publicly performing, publicly displaying and distributing it, copying and manipulating it as reasonably necessary for such performance, display and distribution, and modifying it or using it commercially; and (ii) access, index, cache, and display the Web site(s) to which your listings link, or any portion thereof by any means including web spiders and crawlers, in connection with your listings, including the right to create and display copies of any text, graphics, images, audio, video, and other material included on such Web sites, including the right to create and display thumbnail and full-scale copies of any images or video included on such Web sites or elsewhere. Overture reserves the right to truncate, edit, refuse, reject or remove any listing at its discretion at any time. Overture does not guarantee that your listings will be placed in or available through the Sponsored Listings Marketplace Distribution Network, the Sponsored Listings Marketplace or the Sponsored Listings Marketplace Results, nor does Overture guarantee that your listings will appear in a particular position or rank, and Overture reserves the right to not place your listings and to stop placing or to remove your listings at any time for any reason. Final decision as to inclusion, relevancy, placement and the like is at Overture's sole discretion.

6. ADDITIONAL TERMS. You understand that Overture is a subsidiary of Yahoo, and that Yahoo and Overture use the Yahoo! Search Marketing services to advertise certain of their respective products and services. These Program Terms do not create a bailment of your listings and neither Overture nor any Overture Entity shall be deemed a carrier, bailee or warehouseman of any listings.

THE FOLLOWING TERMS AND CONDITIONS APPLY TO YOUR USE OF LOCAL SPONSORED SEARCH:

LOCAL SPONSORED SEARCH PROGRAM TERMS AND CONDITIONS FOR AGENCIES AND RESELLERS

1. USE. Overture provides you access to the Local Marketplace (defined below), as available through the Sponsored Listings Marketplace Distribution Network (defined below), subject to your compliance with the Agreement (including these Local Sponsored Search Program Terms, any other applicable Program Terms, the Master Terms and Conditions referenced below and any applicable Insertion Orders). For purposes of these Program Terms, the "Local Marketplace" is the forum where you manage your local listing(s) (defined below) that are displayed in the Sponsored Listings Marketplace Results in connection with Selected Keywords (defined below). The Sponsored Listings Marketplace Results are made available in connection with the Sponsored Listings Marketplace Distribution Network, which is defined as the Yahoo! Search Marketing Web Sites and various third parties who may be authorized by Overture to make the Sponsored Listings Marketplace Results available as a link from, an add-on service to, or otherwise in connection with Third Party Products (defined as third party Web sites, content, applications and/or e-mails). (For purposes of the Master Terms and Conditions, the "Local Marketplace" is a "Yahoo! Search Marketing Marketplace;" the "Sponsored Listings Marketplace Results" are "Yahoo! Search Marketing Marketplace Results;" and the "Sponsored Listings Marketplace Distribution Network" is a "Yahoo! Search Marketing Distribution Network.") You agree that your local listing(s), including your domain name, may be included in the Sponsored Listings Marketplace Results and made available in connection with the Sponsored Listings Marketplace Distribution Network including Third Party Products. For purposes of the Agreement, "local listing" may include, at the discretion of Overture or the entities in the Sponsored Listings Marketplace Distribution Network, a title, description, location information, hours of operation, contact information, accepted payment methods, a link to the Advertiser's and/or other applicable Web site, and a distance measurement/targeting radius around either the applicable physical location or service area (which may be narrowed at the discretion of Overture or the entities in the Sponsored Listings Marketplace Distribution Network). When a user clicks on a local listing, a "Locator Page" may be generated and/or hosted by a third party and may contain text identifying the Advertiser's and/or other applicable business address, contact information, hours of operation, accepted payment methods, map and, if applicable, a link to the Advertiser's and/or other applicable Web site and may display the Advertiser's and/or other applicable Web site. Overture and/or the entities in the Sponsored Listings Marketplace Distribution Network may, in their discretion, from time to time, determine whether a Locator Page is displayed and whether to change the information contained therein. You may elect to not display the Advertiser's and/or other applicable business location address on the Locator Page corresponding to the local listing, in which event you instead must display the Advertiser's and/or other applicable service area and certain contact information as required by Overture in its discretion. As a prerequisite for enrolling in the Local Sponsored Search, each Advertiser must maintain a physical business location and/or serve customers within a certain radius of the business address provided to Overture for such Advertiser. When you sign an Advertiser up for Local Sponsored Search, you must provide Overture with such Advertiser's and/or other applicable physical business address or service area, and keep such information current with Overture. Overture requires its distribution partners to comply with the CAN-SPAM Act of 2003. "Selected Keywords" include the keywords that you have selected as well as certain misspellings, singular/plural combinations, and other related keywords that Overture may map to your listings based on the keywords you selected or approved, your listings themselves or the Web sites to which the listings link. Solely for illustration purposes, and without limiting the foregoing, if you select the keyword "book," your listing may also appear in response to the keywords "books" or "buy books." A local listing may (or may not) include and at Overture or an Overture Entity's discretion, a listing title and/or description, text and/or graphics, and is subject to Overture's approval and these Program Terms.

3. EFFECTS OF TERMINATION. Sections 2, 3, 5, and 6 shall survive any termination of these Program Terms.

4. USE OF OVERTURE SUBMISSIONS. By submitting or approving material or having material submitted on the Advertisers' behalf to the Local Marketplace you grant Overture and the Overture Entities, a royalty-free, worldwide right and license in connection with the Local Marketplace and the Sponsored Listings Marketplace Distribution Network during the term of these Program Terms to: (i) use any part of the material, which use includes publicly performing, publicly displaying and distributing it, copying and manipulating it as reasonably necessary for such performance, display and distribution, and/or modifying it or using it commercially; and (ii) access, index, cache, and display the Web site(s) to which your local listings link, or any portion thereof, by any means including web spiders and/or crawlers in connection with your local listings, including the right to create and display copies of any text, graphics, images, audio, video, and other material included on such Web sites, including the right to create and display thumbnail and full-scale copies of any images or video included on such Web sites or elsewhere. Overture reserves the right to truncate, edit, refuse, reject or remove any local listing at its discretion at any time. Overture does not guarantee that your local listing(s) will be placed in, or available through, the Sponsored Listings Marketplace Distribution Network, the Local Marketplace, or the Sponsored Listings Marketplace Results, nor does Overture guarantee that your listings will appear in a particular position or rank, and Overture reserves the right to not place your local listing(s), and/or to stop placing or to remove your local listing(s) at any time for any reason. Final decision as to inclusion, relevancy, placement and the like is at Overture's sole discretion.

6. ADDITIONAL TERMS. You understand that Overture is a subsidiary of Yahoo, and that Yahoo and Overture use the Yahoo! Search Marketing services to advertise certain of their respective products and services. If an Advertiser sells different products or services at any physical location or service area, you agree to maintain local separate accounts for such Advertiser for each such location, or alternatively, remove Selected Keywords from the Advertiser's account that do not apply to all physical locations or all service areas. You represent, warrant, and covenant that the local listing(s) for each location, including the Selected Keywords, and the title and/or description that you provide, fairly and accurately describe the goods or services that the Advertiser sells at that particular physical business location or within the service area you have identified, and that you will keep all such information current. These Program Terms do not create a bailment of your local listings and neither Overture nor any Overture Entity shall be deemed a carrier, bailee or warehouseman of any local listings.

The Agreement, including the Master Terms and Conditions and Program Terms, was last updated on November 11, 2005.

Mar	APR	May
	11
2005	2006	2007