LITERARY WALK - STANDARD TERMS AND CONDITIONS FOR INTERNET ADVERTISING FOR MEDIA BUYS ONE YEAR OR LESS

These Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less are intended to offer Media Companies, Advertisers, and their Agencies a voluntary standard for conducting business in a manner acceptable to all parties. This document is to accompany Agency and Media Company insertion orders and represents a common understanding for doing business. This document does not cover sponsorships and other arrangements involving content association or integration, and/or special production.

I. INSERTION ORDERS AND INVENTORY AVAILABILITY

a. From time to time, parties may negotiate Insertion Orders under which a Media Company will deliver advertisements to its site(s) for the benefit of an Agency or Advertiser. At the Agency's discretion, an "Insertion Order" (IO) may either be submitted by the Agency to the Media Company or be submitted by the Media Company and signed by the Agency. Each IO shall specify: (a) the type(s) of inventory to be delivered (e. g., impressions, clicks or other desired actions); (b) the price(s) for such inventory; (c) the maximum amount of money to be spent pursuant to the IO (the "Total Spend") and (d) the start and end dates of the campaign. Other items that may be included are: reporting requirements such as impressions or other performance criteria; any special ad delivery scheduling and/or ad placement requirements; and specifications concerning ownership of data collected.

b. Media Company will make best efforts to notify Agency within two business days of receipt of an insertion order (IO) if the specified inventory is not available. Acceptance of the IO and these Terms and Conditions will be made upon written or electronic approval of the IO by the Media Company and Agency and/or the display of the first ad impression by the Media Company, unless otherwise agreed upon in the IO.

II. AD PLACEMENT AND POSITIONING

Media Company must comply with the IO, including all ad placement restrictions, so that, consistent with the scope of the IO, an advertisement provided by Agency (the "Advertisement") is provided to the site (the "Site") specified on the IO when such Site is called up by an internet user.

a. Media Company will provide at least 10 business days' prior notification of any material changes to the design or architecture of the Site or placement position of the Advertisement. A material change is defined as any change in editorial content which would change the target audience or significantly affect the ad placement and/or ad unit specified in the IO. Should such a modification occur, Agency may immediately cancel the remainder of the buy without penalty within the 10-day notice period.

b. Final technical specifications, as agreed upon in the negotiations, must be submitted to the Agency within two business days of receipt of the IO. Changes to the specification of the ad units purchased after that period will allow Advertiser to (i) send revised creative, (ii) immediately cancel the remainder of the buy without penalty, or (iii) request that the Media Company resize the ad unit at Media Company's cost, and with final creative approval of the Agency, within a reasonable time period to fulfill the guaranteed levels of the IO.

c. The Media Company will comply with the IO, including requirements to schedule a balanced delivery schedule, unless otherwise specified in the IO. Any exceptions (including bonus impressions) must be approved by the Agency.

d. Ad delivery shall comply with editorial adjacencies guidelines stated on the IO. Failure to comply with editorial guidelines shall be grounds for immediate cancellation of the contract by the other party, without penalty. Advertising that runs in violation of the guidelines shall be non-billable.

III. PAYMENT/PAYMENT LIABILITY

a. Invoices

Invoices are to be sent to: the agency's billing address as set forth in the IO and should include the IO number, the Advertiser name, the Brand name, and any Campaign name, number or other identifiable reference as stated on the IO.

Invoices should be accompanied by proof of performance, which may include access to online reporting, as addressed in this document. Media Company should invoice Agency for the services provided not less often than a calendar month basis with the net cost prorated evenly over the term of the ad buy, unless otherwise specified in the applicable IO.

b. Payment Date

Payments will be made thirty days from date of invoice, or as otherwise stated with the payment schedule set forth in the IO. If Agency has not been paid by the Advertiser within thirty days, Media Company may seek payment directly from Advertiser, pursuant to Section IIIc.

c. Payment Liability

Unless otherwise set forth by the Agency on the IO, Media Company agrees to hold Agency liable for payments solely to the extent proceeds have cleared from the Advertiser to the Agency for advertising placed in accordance with the agreement. For sums owing but not cleared to Agency, Media Company agrees to hold the Advertiser solely liable. Media Company understands that Advertiser is Agency's disclosed principal and Agency, as agent, has no obligations hereunder, either joint or several, except as specifically set forth in this Paragraph.

The Agency agrees to make every reasonable effort to collect payment from the Advertiser on a timely basis.

Agency's credit is established on a client by client basis.

If Advertiser proceeds have not cleared for the IO, other Advertisers from the representing Agency shall not be prohibited from advertising on Media Company site if their credit is not in question.

Written confirmation of the relationship between Agency and Advertiser shall be made available to Media Company upon written request. This confirmation should include the Advertiser's acceptance of sequential liability and authorization to have the Agency represent the Advertiser.

If the Advertiser's or Agency's credit is or becomes impaired, the Media Company may require payment in advance.

Should Advertiser consistently be late in payment, Media Company has the right to cancel remaining advertising, as long as Advertiser has been given 10 business days written notice.

IV. REPORTING

a. Media Company must provide or give access to reporting, either electronically or in writing, with the initial report within two business days of delivery of the Advertisement, and subsequent reports at least as often as weekly, unless otherwise specified in the IO.

b. Proof of performance, as addressed in the IO shall be a prerequisite to payment for the campaign.

c. Reporting must be broken out by day and summarized by creative execution, content area (ad placement) and other variables defined in the IO, for example, impressions, keywords, and/or clicks.

Media Company's act of making available the online report shall constitute a certification that the report is accurate.

d. In the event that Media Company fails to deliver a report by the time specified or to make the report available online, Agency may initiate makegood discussions.

In the event that Media Company delivers an incomplete report, or no report at all, such failure may result in nonpayment for all activity for which data are incomplete or missing.

V. CANCELLATION

a. Prior to the serving of the first impression of the campaign, Advertiser may cancel the campaign with 30 days written notice without penalty.

b. The first 30 days of the campaign are firm. Effective on the 16th day of the campaign, the Agency may cancel the campaign for any reason, without penalty, upon 14 days' written notice, unless otherwise stated in the IO.

c. Short rates will apply to cancelled buys to the degree stated on the IO.

VI. MAKEGOODS

a. Media Company shall monitor delivery of the Advertisements, and shall notify the Agency in writing as soon as possible (and no later than two weeks before campaign end date unless the length of the campaign is less than two weeks) if Media Company believes that an underdelivery is likely. In the case of a probable or actual underdelivery, the parties may arrange for makegood consistent with these Terms and Conditions.

b. In the event that actual deliverables (impressions, clicks, etc. ) for any campaign fall below guaranteed levels, as set forth in the IO, and/or if there is an omission of any advertisement (placement or creative unit), Agency will make an effort to agree upon the conditions of a makegood flight either in the IO or at the time of the shortfall. If no makegood can be agreed upon, Agency may execute a credit/refund equal to the value of the underdelivered portion of the contract. In no event shall Media Company provide a makegood or extend any Advertisement beyond the period set forth in the IO without prior written consent of the Agency.

VII. BONUS IMPRESSIONS

a. Where Agency utilizes Third Party Ad Serving, Media Company will not bonus more than ten percent without prior written consent from Agency.

b. Where Agency does not utilize Third Party Ad Serving, Media Company may bonus as many ad units as Media Company chooses unless otherwise indicated on the IO. Agency will not be charged for any additional advertising units above any level guaranteed in the IO.

VIII. 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, Media Company 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 makegood is acceptable to Agency, Media Company shall allow Agency 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. Agency 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 Media Company has the right to cancel the flight.

IX. AD MATERIALS

a. It is the Agency's obligation to submit advertising materials (defined as artwork, active URL's and active target site) in accordance with Media Company's existing criteria or specifications (including content limitations, technical specifications and material due dates) as posted on the Media Company's website at the time of the signing of the IO. Any specs stated on the signed IO supercede posted specs. If advertising materials are late, Advertiser is still responsible for the media purchased pursuant to IO.

b. Media Company reserves the right within its discretion to reject any advertising materials that do not comply with such policies, criteria, specifications, or any applicable law.

c. If material provided by the Agency is damaged, not to the Media Company's specifications, or otherwise unacceptable, Media Company shall notify Agency within two business days of receipt of advertising materials.

d. Media Company will not edit or modify the submitted Advertisements in any way, including, but without limitation, resizing the Advertisement, without Agency approval.

e. Media Company shall not, without prior authorization from Agency, display or publish any materials relating to Advertiser or its products, or alter, modify, or change the Advertisement or other materials provided by Agency, including but not limited to resizing. Third Party Ad Server tags shall be implemented so that they are functional in all aspects. Media Company shall use all such materials in strict compliance with any instructions provided by Agency. Media Company will not use Agency's or Advertiser's trade name, trademarks, logos or Advertisements in any form without Agency's prior written approval.

X. INDEMNIFICATION

a. Media Company shall defend, indemnify and hold harmless Agency and its Advertiser principal, and their 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 Media Company's breach of this agreement or Media Company's display or sending of any Advertisement other than as approved by Agency.

b. Advertiser shall defend, indemnify, and hold harmless Media Company and its respective agents, affiliates, subsidiaries, directors, officers, and employees against any Loss relating to or arising out of Advertiser's product or the content of any Advertisement delivered accurately, 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.

XI. NON-DISCLOSURE, DATA OWNERSHIP, AND PRIVACY

a. 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, 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.

b. All personally identifiable information initially gathered pursuant to the IO regarding individual web users is the property of Advertiser, and is considered Confidential Information. Agency and Media Company may use such information on an aggregated, non-identifiable basis.

c. Media Company, Agency, and Advertiser shall post on their respective Web sites their privacy policies and adhere to a privacy policy which abides by the applicable laws. Failure to continue to post a privacy policy or non-adherence to a party's own privacy policy is grounds for immediate cancellation of the IO by either party.

XII. MISCELLANEOUS

a. Media Company represents and warrants that the Media Company has all necessary permits, licenses, and clearances to operate the Media Company's website and post all content contained therein or as given for use outside the Site. The Agency and Advertiser represent and warrant that the Advertiser has all necessary licenses and clearances to use the content contained in their advertising material. All parties' performances hereunder will be in compliance with all applicable laws, rules and regulations.

b. 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.

c. 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 [Insert State Here]. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.