ICQ - The Corporate Site

Advertising Terms and Conditions

Each of the properties described in the insertion order (collectively with these Standard Terms and Conditions, the "Insertion Order") is a property made available on the ICQ websites, properties and products or services owned, operated, distributed or ad-served by AOL(the "ICQ Network"). Advertisements for the purpose of these terms and conditions shall mean any standard banner advertisement, any non-standard advertisement (e.g. video, text and icon links), any promotional skin (i.e. background wallpaper) advertisement and any links to content owned, provided by and/or hosted by Advertiser. AOL shall mean AOL LLC., its wholly owned subsidiary ICQ LLC. and any of their affiliates.

AOL may redesign the ICQ Network in its sole discretion at any time. If any redesign materially and adversely affects the placement of one or more Advertisements, or if AOL is otherwise unable to display such Advertisements (including, for example, with respect to inventory purchased by Advertiser on a site not wholly controlled by AOL), AOL will work with Advertiser to display the affected Advertisements elsewhere in comparable areas of the ICQ Network.

The advertising inventory under this Insertion Order is for use solely by Advertiser and may not be used by any third-party.

Any guarantees are (i) to impressions (as measured by AOL in accordance with its standard methodologies and protocols), not "click-throughs" or (ii) when applicable, that the Advertisement will be displayed for the period identified on the Insertion Order. Where applicable, AOL will provide Advertiser with standard usage information related to the Advertisements. Advertiser may not disclose such information to any third-party without AOL's prior written consent.

AOL may discontinue the display of Advertisements if the total number of impressions for any specified display period is reached prior to the scheduled display stop date or if any other AOL commitment as specified in the Insertion Order has been reached. If there is a shortfall in delivery of impressions as of the end of a specified display period, AOL will provide, as Advertiser's sole remedy, "make good" impressions through comparable placements, to be delivered no later than sixty (60) days following the end of the Term.

Advertiser must provide all necessary artwork and active URLs to AOL in the time frame and the manner specified at http://www.icq.com/info/ad_specs.html.

AOL will be entitled to reject or discontinue Advertisements at any time. In such event and except if such rejection or discontinuation was a result of a breach by Advertiser of the terms herein or of any AOL guidelines (including, without limitation the advertising and content guidelines), Advertiser will be responsible for only a pro-rata portion of payments due hereunder, based on impressions delivered (the "Pro-Rata Payments"). Without derogating from the foregoing, where possible and subject to ICQ's prior consent, Advertiser shall be able to replace a discontinued Advertisement with a different Advertisement in order to enable the continuation of the campaign. In the event AOL wishes to discontinue a certain Advertisement that is served by Advertiser then Advertiser agrees to remove such Advertisement immediately upon AOL's request and if Advertiser does not immediately remove such Advertisement, AOL may take any steps necessary to remove the Advertisement without any liability to AOL.

Advertiser may serve Advertisements through a third-party Advertising serving system (in areas of the ICQ Network where such option is available), using only third parties approved in writing by AOL. The traffic or impressions reports provided to Advertiser from AOL (and not the ones provided by the third party ad server) shall control with respect to all of AOL's obligations under this Insertion Order.

Advertiser shall bear full responsibility for all Advertisements and all content, products or services offered, displayed, sold or licensed through (i) the Advertisements on the Advertiser's website or (ii) on the ICQ Network. Advertiser will collect and pay all taxes related to the sale or licensing of such products or services.

Legal Terms and Conditions

License and Warranties, Advertiser hereby grants AOL the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the Advertisements together with any content or materials on any interactive site linked to the Advertisements through the ICQ Network. Advertiser certifies that it has all necessary rights and permissions to display, offer, sell and/or license the Advertisements and all content, products and services made available through the Advertisements and the Advertiser's website, and that the Advertisements and all content, products and services made available through the Advertisements do not and will not violate any applicable laws or regulations or any third-party rights. Advertiser certifies that the Advertisements and the Advertiser's website will at all times comply with all standard, written policies applicable to the ICQ Network, including the privacy policies, terms of service, and advertising and content guidelines. Without derogating from the generality of the foregoing Advertiser agrees not to display, transmit, serve, sell, offer, distribute, promote or send any material that: (1) is offensive, vulgar, sexually explicit, racial, hateful, discriminating, unlawful, invasive of another's privacy, exploitation of a minor, identifiable information of a minor, information or instructions concerning illegal activities, information that is harmful, violent, threatening, abusive, harassing, defamatory, libelous, tortuous, obscene, or otherwise objectionable; (2) harasses, threatens, abuses, defames, degrades, embarrasses or causes distress or discomfort upon another; (3) solicits for exchange, sale or purchase of sexually explicit images, and/or material harmful to minors; including, but not limited to, any photograph, film, video, or picture or computer generated image or picture (actual or simulated), (4) Advertiser doesn't have a right to transmit under any law, including but not limited to any materials that infringes patent, trademark, trade secret, copyright or other proprietary right or violates any right of privacy or publicity; (5) contains software viruses, spyware, adware or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (6) disrupts the normal flow of information available on or through the ICQ Network or otherwise, interferes with or disrupts the functionality of the ICQ Web site, ICQ Network, servers or networks, directories, databases and listings (7) intentionally or unintentionally violates any applicable local, state, national or international law or regulation; (8) impersonates in any way any person, entity, leader, ICQ official, operator or host; (9) is misleading in any way or contains unsubstantiated claims (10) is connected to gambling, drugs, drug paraphernalia, tobacco and guns; (11) collects or stores personal data about other users in any way or form or solicits or harvests passwords or screen names; or (12) links to or refers to content not allowed under this Agreement.

AOL Trademarks. Advertiser shall not use, display or modify AOL's trademarks in any manner without the prior written consent of AOL.

Limitation of Liability; Disclaimer; Indemnification. (A) Except in connection with the confidentiality, solicitation, tax and indemnity provisions herein, damages under this agreement shall be limited to direct damages, not to exceed the amount to be paid by Advertiser hereunder. (B) AOL does not make and specifically disclaims any representations or warranties, express or implied. (C) ) Each party ("indemnifying party") hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, distributors, franchises and employees of the other party from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys' fees) ("Liabilities") that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach by indemnifying party of any duty, representation or warranty under this Insertion Order. In addition to the foregoing, Advertiser will indemnify AOL, and its directors, affiliates, officers, employees and agents, from and against any and all Liabilities resulting from actual or alleged infringement of any laws and any patent, copyright or other intellectual property right based on the Advertisements, or any components of such Advertisements, including without limitation, any content, products, and/or services linked to from such Advertisements.

Confidentiality

Both parties will keep the existence and terms of this Insertion Order confidential and neither party will publish any press release related hereto without the prior written consent of the other party.

Termination

Either party may terminate this Insertion Order in the event of a material breach of this Insertion Order by the other party, which remains uncured after thirty (30) days written notice thereof. In addition, AOL may terminate this Insertion Order upon a material breach by Advertiser of any other agreement between the parties which is not cured within cure period set forth in such agreement. If AOL terminates this Insertion Order due to Advertiser's material breach of any requirement of this Insertion Order or of any other written agreement with AOL, all of Advertiser's payment obligations hereunder shall survive such termination. If Advertiser terminates this Insertion Order due to AOL's material breach of this Insertion Order, Advertiser will be responsible only for the Pro-Rata Payments.

AOL may terminate this Insertion Order at any time for any reason upon thirty (30) days written notice to Advertiser (or upon such shorter notice as may be designated by AOL in the event that AOL believes in good faith that further display of the Advertisements will expose the ICQ Network to liability or other adverse consequences). In such event, Advertiser will be responsible only for only the Pro-Rata Payments.

Solicitation; Privacy Policy; User Information AOL Network

Advertiser shall not send unsolicited, instant messages, commercial email or other online communication (e.g., "spam") through or into the ICQ Network and shall comply with all standard AOL bulk email policies.

Advertiser shall ensure that its collection, use and disclosure of information obtained from AOL users under this Insertion Order complies with all applicable laws, regulations and privacy policies.

Advertiser shall not disclose such user information to any party, nor shall Advertiser use or allow any other party to use such user information in any manner that is or could reasonably be expected to be used by or on behalf of any product or service competitive with the AOL Network. This section shall survive the completion, expiration, termination or cancellation of this Insertion Order for a period of two (2) years.

Miscellaneous

This Insertion Order sets forth the entire agreement between Advertiser and AOL with respect to the transactions set forth herein, and supersedes any and all prior agreements of AOL or Advertiser with respect to such transactions. If an advertising agency signs this Insertion Order on behalf of Advertiser, the agency thereby represents and warrants that it has full authority to bind Advertiser to the terms of this Insertion Order and that it will ensure that Advertiser complies with all such terms.

Advertiser shall not make any assignment of this Insertion Order or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of AOL. In the event of an assignment, this Insertion Order shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

AOL shall retain full ownership and all rights to any of its API's or technology used to develop the Advertisements and any code, technology or communication protocol used to connect to the ICQ Network.

This Insertion Order shall be interpreted, construed and enforced in accordance with the laws of the Commonwealth of Virginia, except for its conflicts of laws principles. Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the Commonwealth of Virginia and the federal courts situated in the Commonwealth of Virginia in connection with any action arising under this Insertion Order.

The ICQ system and the methodology of its operation are protected by US patent No. 6,449,344