STANDARD ADVERTISING TERMS AND CONDITIONS I. INSERTION ORDERS
The insertion order, online ad placement form or listing application form (collectively, the "Insertion Order" or "IO") by which the advertiser or their advertising agency (collectively, "Advertiser") purchases Advertising Services (advertisement placement on web sites or emails (the "Sites") operated by Internet Brands, Inc. ("Internet Brands, Inc." or "IB")) hereby incorporates the following Terms and Conditions. The submission of the IO by the Advertiser to IB, either in writing or electronically, constitutes acceptance of these Terms and Conditions. IB's returning a signed IO in the form of a standard Advertising Insertion Order, online payment receipt or client invoice constitutes IB's acceptance of the IO. The IO documents the Site, the advertisement delivery terms, the technical specifications of the creative artwork, the price and the payment terms for the advertisement. IB will deliver the advertisement consistent with the terms specified in the IO. All rates are non-commissionable (i.e.Net). II. FORUM-SPECIFIC TERMS OF USE
If the Advertiser plans to post in the forums on an IB Site as part of their Advertising Services, Advertiser agrees to adhere to all terms of use published on that Site. III. ADVERTISING MATERIALS
The Advertiser will submit advertising materials (including artwork, active URLs and active target site(s)) in accordance with Internet Brands, Inc.'s specifications (including content limitations, technical specifications and material due dates) as defined on the IO. Ad Materials must be delivered a MINIMUM of five (5) business days prior to campaign launch (the "Materials Deadline"). Any specifications stated on the signed IO supersede posted specifications. Should Advertiser deliver advertising materials any time after the Materials Deadline, Advertiser is still responsible for paying for the media purchased according to the terms of the IO. Advertiser represents and warrants that (i) it holds all necessary rights to permit the use of all advertising materials provided to IB pursuant to this Agreement, (ii) the use, reproduction, distribution, transmission or display of any advertising materials will not (A) violate any law, give rise to criminal or civil liability or infringe any luding but not limited to those governing gaming, sweepstakes, and consumer privacy. Internet Brands, Inc. reserves the right within its sole discretion to reject any advertising materials that do not comply with its specifications, or with any applicable law, or which promote the sale of alcohol, firearms, gambling services, illegal services or pornographic material or for any other reason or for no reason. Should Advertiser deliver material which is corrupt or damaged, inconsistent with the stated specifications, or otherwise unacceptable, IB shall notify Advertiser within five business days of receipt of advertising materials. IB will not edit or modify the submitted Advertising Material in any way, including, but without limitation, resizing the Advertisement, without Advertiser written approval; charges for editing, modifying and trafficking such changes will be billed in accordance with IB's standard rate card. IV. PAYMENT
The Advertiser is responsible for paying IB for advertising services consistent with the terms of the IO. An advertiser who places advertisements through an agency remains liable for payment to IB for advertising in the event that the agency does not pay IB on a timely basis, in accordance with the IO terms. IB retains the right to cancel any Advertiser advertising, whether related to this IO or other placements on IB Sites, in the event that the Advertiser is not current in their payments. Payment will be made through Paypal or credit card, and IB will charge Advertiser at the beginning of their ad campaign. V. MAKE GOODS
IB will deliver the advertising on the Site and at the specified location within +/- 10% of the duration specified on the IO. In the event that actual deliverables for any campaign fall below 90% of the duration specified on the IO ("the Minimum Duration"), IB will deliver additional "Make Good" days on the same Site or on a mutually-agreed upon other site within 30 days of the advertising campaign end date, as documented on the IO; provided that total duration, including "Make Good" days, are equal to or greater than the Minimum Duration. Should the total impressions delivered, including the Make Good days not meet the Minimum Impressions, IB will issue a credit or refund equal to the value of the under-delivered portion of the contract, pro rata with the pricing on the IO. VI. CANCELLATION
Cancellations will be accepted with 30 days written notice and the cost pro rated over the balance of the scheduled advertising campaign. VII. FORCE MAJEURE
Neither party shall be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In such event, Internet Brands, Inc. shall make every reasonable effort within 5 business days, to recommend a substitute transmission for the Advertisement or time period for the transmission. If no such substitute time period or make good is acceptable to Advertiser, Internet Brands, Inc. shall allow Advertiser a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase. Advertiser shall have the benefit of the same discounts that would have been earned had there been no default or delay. To the extent that a force majeure has continued for five business days, the Internet Brands, Inc. has the right to cancel the advertising order. VIII. INDEMNIFICATION
Advertiser shall defend, indemnify and hold harmless IB and its respective agents, affiliates, subsidiaries, directors, officers and employees against any claim, action, liability, loss and expense including reasonable attorneys' fees (collectively "Loss") relating to or arising out of Advertiser's breach of this agreement or relating to or arising out of Advertiser's products or services or the content of any Advertisement delivered accurately by IB, including but not limited to materials that violate the right of a third party; materials that are defamatory or obscene; or materials that would constitute a criminal offense. Such reasonable attorneys' fees subject to indemnification and reimbursement include any reasonable attorneys' fees incurred by Internet Brands, Inc. in connection with third-party collections of Advertiser's account. Internet Brands, Inc. shall defend, indemnify and hold harmless Advertiser and its respective agents, affiliates, subsidiaries, directors, officers and employees against any claim, action, liability, loss and expense including reasonable attorneys' fees (collectively "Loss") relating to or arising out of Internet Brands, Inc.'s breach of this agreement or Internet Brands, Inc.'s gross negligence or willful misconduct in providing services under this Agreement. IX. WARRANTIES
The Advertiser represents and warrants that the Advertiser has all necessary licenses and clearances to use the content contained in their advertising material. Internet Brands represents and warrants that the Internet Brands has all necessary permits, licenses, and clearances to operate the Internet Brands' website and post all content contained therein or as given for use outside the Site. IB makes no warranty, expressed or implied, of the effectiveness of the Advertiser's advertising campaign on any IB Site. Advertiser is solely responsible for the effectiveness of their advertising communications and response mechanisms. Both parties warrant that their respective performances hereunder will be in compliance with all applicable laws, rules and regulations. X. NON-DISCLOSURE, DATA OWNERSHIP, AND PRIVACY
Any confidential information and proprietary data provided by one party, including the Advertisement description, and the pricing of the Advertisement, set forth in the IO and the operations of the IB Sites shall be deemed "Confidential Information" of the disclosing party. Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement. XI. MISCELLANEOUS
Advertiser grants to Internet Brands, Inc. the right to use Advertiser's trade name, trademarks, logos for the exclusive purpose of performing its services pursuant to the IO and this Agreement and in order demonstrate its capabilities to prospective Advertisers and clients. Internet Brands, Inc. will not use Advertiser's trade name, trademarks, logos or Advertisements in any other form without Advertiser's prior written approval. These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter. In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail. All IO's shall be governed by the laws of the State of California. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. Should any provision herein is held to be unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. All rights and remedies hereunder are cumulative. EXCEPT FOR LIABILITY ARISING OUT OF OR IN CONNECTION WITH ADVERTISER'S INDEMNIFICATION OBLIGATIONS OR FOR ANY INTENTIONAL BREACH OF THIS AGREEMENT BY ADVERTISER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF.
