TERMS & CONDITIONS CONTENT CREATOR

 

CONTENT CREATORADVERTISING AGREEMENT

PLEASE READ THESE TERMS AND CONDITIONS VERY CAREFULLY BEFORE APPLYING ONLINE FOR THE BLIQX MEDIA ADVERTISING PROGRAM. PARTICIPATION IN THE BLIQX MEDIA ADVERTISING PROGRAM  INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT APPLY FOR OR PARTICIPATE IN THE BLIQX MEDIA ADVERTISING  PROGRAM.

This CONTENT CREATORADVERTISING AGREEMENT (this “Agreement”) by and between Bliqx Media.net (“Bliqx Media”) and “Content Creator” (together, the “Parties”) consists of these terms and conditions and the accompanying attachments, which are incorporated in full by this reference. In the event of a conflict between these terms and conditions and the terms of the accompanying attachments, these terms and conditions shall control. The following attachments to the Agreement shall be made a part hereof:

Attachment A: Bliqx Media Editorial Standards for Content Creators

Attachment B (a): comScore Networks TAL: Traffic Assignment Request for comScoreNetworks Reporting; (b):NielsenNetViewTAL: Traffic Assignment Request for Nielsen Networks Reporting

Attachment C: IASH Terms and Conditions

1. Engagement

Bliqx Media owns and operates an interactive consumer platform that delivers Fashion, Beauty, Love&Life, Mind&Passion, Travel, Home&Interior, Art&Photography, Career&Work and Food content via services, applications, and multimedia products through its websites including http://www.bliqx.net or its  related servers, feeds and other affiliated websites.

Content Creator authors, updates, brands and oversees websites (“Creator Website(s)“) of interest to Bliqx Media’s current and future users.

Bliqx Media and Content Creator have entered into this Agreement with the goals of growing the audience and driving engagement for the Content Creator Websites, growing Bliqx Media’s overall users and consumer engagement, and deriving mutual financial benefit.Content Creator and Bliqx Media agree that for as long as this Agreement is in effect, the Creator Websites will be considered part of Bliqx Media.

2. Advertising Services

Content Creator hereby grants Bliqx Media the exclusive, worldwide right to manage and sell all prime time adunits. Prime time ad units are integrated sponsorship opportunities which may include, but are not limited to text links, video advertising, multiple ad unit and ad size products, web page and section takeovers, reskins or other branding programs, synced, tandem and/or interactive ad programs, custom content, and Above-the-Fold (defined below),Interactive Advertising Bureau (“IAB”) ad units including, including but not limited to: 728×90, 160×600, 300×250, 300×600 and 970×66 (http://www.iab.net/standards/adunits.asp),mobile web advertising, and other such creative units determined by Bliqx and its advertisers (collectively “Advertising“).

Bliqx Media will allow Content Creator to continue to engage in other non-competing revenue generating advertising programs such as non-site-specific blind networks. Both Bliqx Media and the Content Creator agree to keep each other informed of sales activities through regular contact in order to ensure maximum revenue potential for the Content Creator and make certain that there are no sales channel conflict issues.

Both Content Creator and Bliqx Media specifically agree to the following:

A.     Content Creator agrees to:

i     Display Advertising on pages of the Creator Websites according to the terms of this Agreement;

ii    Execute and implement in full all Advertising campaigns sold by Bliqx Media during the term of this Agreement, including those which include dates occurring after the termination or expiration of thisAgreement;

iii   Continuously post Bliqx Media’s contact information in the advertising or contact information section of the Creator Websites;

iv   Make Advertising provided by Bliqx Media the most prominent Advertising on all pages of the Creator Websites appearing Above- the-Fold. “Above-the-Fold” means any ad unit that is displayed in the first 1,000 pixels         from the top of the screen;

v      Implement in a timely manner, all tags, javascript ad tags, formatting and code necessary for Bliqx Media to implement advanced Advertising products in accordance with specifications provided by Bliqx Media;

vi    Provide Bliqx Media with a default ad tag or image for unsold inventory to place in Bliqx Media’s ad serving system;

vii   Obtain Bliqx Media’s approval of the placements of Advertising and comply with Bliqx’s requests relating to the position and targeting of the Advertising and all references to Bliqx in the Creator Websites;

viii  Continuously display branding provided by Bliqx Media at the top or the bottom of each page of the Creator Websites that describes the site as a Bliqx Media Content Creator

ix    Provide only Qualified Impressions. Qualified Impressions” are defined as ad impressions that appear Above-the-Fold unless otherwise agreed to by Bliqx Media. (ii)

x      Not to place Advertising in any forums, photo gallery sections, or other user generated content areas, or other pages with content that violates any Bliqx Media Editorial Standards, unless otherwise expressly agreed to              by Bliqx Media.

xi    Sign and maintain the comScore Networks TAL: Traffic Assignment Request for comScore Networks Reporting and Nielsen NetView Reporting, attached hereto as Attachment B (a) and Attachment B (b),and the IASH                  Terms and Conditions in Attachment C

B.        Bliqx Media agrees to:

i.     Identify and integrate the Content Creator as a member of Bliqx Media editor Group.

ii     Sell and place Advertising on the Creator Websites pages;

iii    Where applicable, use the Advertising Option Icon and accompanying language in or near online Advertising targeted through behavioral data, as a means of providing enhanced notice that such Advertising is covered             by the Self-Regulatory Principles for Online Behavioral Advertising; and

iv     Share with Content Creator revenue received by Bliqx from advertisers for Advertising placed on the Creator Websites by Bliqx consistent with the provisions of Section 4 of this Agreement.

3.  Content Creator Editorial Services

Content Creator shall author, update, brand and oversee (collectively, “Publish“) the Creator Websites, as described below (“Editorial Services”).Both Content Creator and Bliqx Media specifically agree to the following:

A.       Content Creator agrees to:

i           Publish the Creator Websites in a manner consistent with the form and content of the Creator Websites throughout the term of this Agreement

ii         Publish the Creator Websites in a way that adheres at all times to the Bliqx Media Editorial Standards set forth in Attachment A (“Editorial Standards”) and regularly monitor the Creator Websites, including all parts             and aspects of the Creator Websites, for compliance with the Editorial Standards;

iii        Allow Bliq Media to advertise, promote and publicize Content Creator and Creator Websites on any Bliqx Media owned or operated websites;

iv        Allow Bliqx Media to link to the Creator Websites from any and all websites owned by Bliqx Media;

v         Allow Bliqx Media to modify the Advertising, which appears on the Creator Websites, as described above in Section 2. However, Bliqx Media may not otherwise change the content or meaning of the Creator Websites,                except, however, if the Creator Websites do not meet the Editorial Standards or other requirements for the Creator Websites set forth in this Agreement, Bliqx Media may remove the Advertising from the Creator                          Websites without providing Content Creatorwith prior notice; provided that Bliqx Media shall use reasonable efforts to promptly notify Content Creator of any such removal by email;

vi        Maintain a conspicuous and easy to understand privacy policy linked by the word “Privacy” from the page(s) of the Content Creator’s Websites that clearly discloses to users that third parties may be placing and reading             cookies on the users browsers or using web beacons or similar technology to collect information in the course of Advertising being served on the Creator Websites;

vii      Take commercially reasonable measures to maintain the web server supporting the Creator Websites in order to ensure that the Creator Websites are available twenty-four (24) hours a day, every day of the year.                           Content Creator shall notify Bliqx Media as soon as Content Creator becomes aware that its web server is not operating and as soon as it becomes available again;

viii      Allow Bliqx Media to advertise, promote and publicize Content Creator and Creator Websites on any Bliqx Media owned or operated website in a location, manner and frequency as reasonably determined in Bliqx                          Media’s sole discretion;

ix         Not use in its Creator Websites or its linkages any software, tools or text that could cause Bliqx Media’s or its users’ websites, systems and networks harm from reduced system performance, system unavailability, data                loss, or other damage.

B.        Bliqx Media agrees that:

i.                    Content Creator shall have control over the content and “look and feel” of the Creator Websites subject to the terms of this Agreement and other than modifying the Advertising as explicitly described above in                                  Section

ii,                   Bliqx Media may not otherwise change the content or meaning of the Creator Websites.

4. Compensation and Revenue Share

In consideration of the obligations to be performed by  Content Creator under the terms of this Agreement, Bliqx Media agrees to compensate Content Creators as follows:

a.       Revenue Share

Net Advertising Revenue received by Bliqx Media from third-party advertisers for Advertising placed on the pages of the Creator Websites shall be shared by Bliqx Media and Content Creator on the following basis: fifty percent (50%) to Bliqx Media and fifty percent (50%) to Content Creator. “Net Advertising Revenue” shall mean gross revenues received by Bliqx, less deductions, including but not limited to third party fees, costs of collection, operational costs, brand research offsets, refunds, other adjustments and fees.When no Advertising from third-party advertisers is placed in an Advertising unit on the Creator Websites, Bliqx Media will default the ad impression back to the Content Creator. If a default ad tag has not been implemented by the Content Creator, then Bliqx shall place Bliq Mediabanners and/or other non-revenue generating third-party ads in the Advertising unit until new third-party Advertising becomes available.

b.      Adjustment to Net Advertising Revenue.

Notwithstanding anything to the contrary provided for in this Section 4 or elsewhere in this Agreement, Bliq Media reserves the right to deduct from the Payment Amount (defined below) any Net Advertising Revenue generated from (i) Prohibited Activities (ii),  Advertising delivered through non-Qualified Impressions (iii), or Advertising displayed on pages of Creator Websites that violate Bliqx Media’s Editorial Standards.

c.      Payment Amount

Bliqx shall remit to Content Creator a monthly payment based on Net Advertising Revenue, adjusted as set forth in 4(b) above (the“Payment Amount”).Payment of the Payment Amount will be made no more than one hundred twenty (60) days following the last day of the calendar month in which the revenue is earned.

d.     Additional Information

Content Creator will be provided with a statement each month setting forth the revenu earned by Content Creator during the preceding month.

e.     Confidentiality of  Fact and Amount of Payment.

Content Creator covenants and agrees to keep strictly confidential the fact and amount of the payment under this Agreement, and shall not disclose such information to any other person or entity, unless required by applicable securities or other laws, or disclosed in confidence to Content Creator’s attorneys.

5.   Copyrights, Linking and Licenses.

Content Creator grants to Bliqx Media:

a.       A worldwide, transferable, royalty-free license (i( to link to the Creator Websites, post content from the Creator Websites (ii) anywhere within the Bliqx Media owned websites. (provided the Content Creator is credited at all times as the author of such content), and (iii) serve Advertising into the Creator Websites for the permitted uses set forth in this Agreement;

b.      The right to use Content Creator’s name, likeness, photograph and biographical material in connection with all permitted uses set forth in this Agreement, in any manner or media, including in connection with the sale, advertising and or distribution of products and/or services; provided, however that in no event shall Content Creator’s name, likeness and/or biographical material be used as a direct endorsement of such products and/or services without Content Creator’s prior consent. The Content Creator shall be credited at all times as the publisher of the Creator Websites in connection with all permitted uses by Bliqx Media.

Except as expressly set forth in this Agreement, neither party grants the other party any other licenses to its content, proprietary materials, technology, intellectual property, including all copyrights, trademarks, trade names, service marks, patents and any and all derivative works thereof, and all such rights are reserved.

6.  Mutual Representations and Warranties.

Each party represents and warrants to the other party that:

a.       There are no agreements or arrangements, written or oral, that would be breached upon the respective party’s execution or performance of this Agreement, that would restrict, interfere or conflict with the respective party’s obligations under this Agreement, or that would diminish the other party’s rights granted under this Agreement;

b.      Each party shall comply with all the terms, conditions, obligations and restrictions in this Agreement;

c.       Each party has the right, power and authority to enter into this Agreement and perform its obligations as set forth herein; and

d.      Each party shall at all times be in compliance with all applicable laws, rules and regulations with respect to this Agreement.

7.   Indemnification.

Each party shall defend, indemnify and hold harmless the other party, its affiliates, employees, successors and assigns, against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and costs), arising out of the use or disposition of the rights granted herein,or in any way connected with its breach of its representations and warranties under this Agreement.

8.  Term and Termination.

The term of this Agreement will be for a period of one (1) year (“Term“). Upon expiration of the initial Term, this Agreement will continue on a month to month basis unless, at least 60 days prior to the expiration of the initial Term either party notifies the other party in writing of its intention to terminate the Agreement as of the expiration of the initial Term.After the initial Term either party may terminate this agreement with sixty (60) days prior written notice.

If Content Creator fails to comply with those obligations listed in Attachment A and Attachments B(a) and B(b), such failure shall constitute an event of default (“Event of Default“) and Bliqx Media shall be released from all payment obligations under Section 4 of this Agreement, except to the extent such obligations are outstanding and due to Content Creator prior to the Event of Default. Upon an Event of Default, Bliqx Media may terminate this Agreement effective immediately without prior notice.

Bliqx Media reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to a belief that Content Creator has engaged in Prohibited Activities, failed to comply with Bliqx Media’s Editorial Standards, or failed to comply with other Creator Websites requirements set forth in this Agreement and Bliqx Media may at any time, in its sole discretion, based upon the results of such investigation, suspend serving Advertising to the Creator Websites without providing Content Creator with prior notice; provided that Bliqx Media promptly notifies Content Creator thereafter by email.

Except as may be set forth herein, neither party may terminate this Agreement prior to the end of the initial Term; however, either party may terminate this Agreement on thirty (30) days prior notice for any material breach by the other party of this Agreement, if the material breach is not cured within the 30-day notice period. Upon termination of this Agreement as set forth herein, the following shall occur:

a.       All copyrights, linking and licenses granted in this Agreement cease;

b.      Bliqx Media and Content Creator shall promptly remove all Advertising and Bliqx Media Branding from the Creator Websites; and

c.    Bliqx Media shall make a final remittance to Content Creator of Content Creator’s share of outstanding Net Advertising Revenue according to the terms of Section 4.

9.   Limitation of Liability.

Except for a party’s obligations under the indemnification provisions set forth in Section 7 of this Agreement, neither party shall be liable or obligated under any section of this Agreement or under contract, negligence, strict liability or other legal or equitable theory for any special, incidental or consequential damages (including any loss of revenue, profits or data) exemplary or punitive suffered or incurred by the other party or its Content Creators.The aggregate liability of Bliqx Media in respect of any loss or damage suffered by Content Creator and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Payment Amounts actually paid by Bliqx Media to Content Creator under Section 4 of this Agreement. Bliqx has entered into this Agreement relying on the limitation of liability stated herein and those limitations are an essential basis of the bargain between Bliqx Media and the Content Creator. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

10. Confidential Information.

a. Obligations.  Each of the parties agrees to maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party (“Confidential Information”).  The parties hereby agree that Confidential Information includes the terms and conditions of this Agreement, and any discussions related thereto.  The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care.  Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party.

b. Exclusions.  Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto.  A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

11. Entire Agreement, Amendment.

This Agreement, together with the Attachments hereto, and any subsequent amendments, addendums or other mutually agreed upon modificationsrepresent the entire agreement between Content Creator and Bliqx Media with respect to the subject matter hereof and thereof and supersedes all previous oral or written communications, representations or agreements. This Agreement may only be modified in writing by duly authorized representatives of the parties hereto.

12. Severability.

To the extent that any of the provisions of this Agreement, or any word, phrase, clause, or sentence in it shall be found to be illegal or unenforceable for any reason, such provision, word, clause, phrase or sentence shall be modified or deleted in such a manner so as to make the Agreement as modified legal and enforceable under applicable laws, and the balance of the Agreement or parts thereof shall construed as severable and independent and not be affected thereby.

13. Notices.

All notices or other communications required under or regarding this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by electronic mail (in each case, with prompt confirmation of receipt) , as certified or registered first class mail, with postage prepaid, and addressed, if to Bliqx Media at its principal place of business set forth in the preamble of this Agreement and if to Content Creator at Content Creator’s place of business set forth in the signature page of this Agreement, unless, in either case, written notice of another address shall have been provided to the other party in the manner provided for in this Section. If mailed, any such notice will be considered to have been given two business days after it was mailed, as evidenced by the postmark. 

14. Assignment.

This Agreement may not be assigned by Content Creator without Bliqx Media’s prior written consent. This Agreement may be assigned by Bliqx Media without Content Creator’s consent.

15. No Joint Venture.

Nothing contained in this Agreement will be construed as creating a joint venture, partnership or employment relationship between the parties hereto, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.

16. Governing Law.

This Agreement shall be governed by the laws of the Netherlands.

17. Successors and Assigns.

The terms of this Agreement shall bind, and shall inure to the benefit of, the permitted successors and assigns of the parties hereto.

18. Survival.

The provisions of this Section 18 together with Sections 2 a (ii), 7, 9, 10, 11, 12, 13, 16, and 17 shall survive the expiration or termination of this Agreement.

ATTACHMENT A

 

Bliqx Editorial Standards for Content Creators

These Editorial Standards exist to help the Content Creator and Bliqx achieve their goals of growing the audience for the Creator Websites, growing Bliqx’s overall users, and deriving mutual financial benefit. As outlined below, these Editorial Standards set forth some known limits for editorial content. The list of standards specified below, however, is not a comprehensive listing of prohibited conduct by Content Creator. The Content Creator remains fully responsible for ongoing monitoring of content on the Creator Websites to ensure adherence with the requirements of this Agreement. The Editorial Standards include the following:

1.      Unacceptable Content.

The Creator Websites, including all information, text, images, photographs, graphics, e-mail addresses, web pages, comments and reviews, discussion board postings and other materials contained in or linked to the Creator Websites, may not contain, publish, link to, sell or otherwise distribute any “Unacceptable Content”. Unacceptable Content is defined as content that:

a.       Is lewd, profane, obscene, or indecent, including any content that is violent or pornographic or that contains nudity, explicit violent or sexual material, or depictions of violent or sexual acts;

b.      Is harassing, threatening, abusive, inflammatory or otherwise objectionable, including content used to harass, stalk or threaten a person;

c.       Is unlawful or that could facilitate the violation of any applicable law, regulation or governmental policy;

d.      Offers or disseminates any fraudulent goods, services, schemes or promotions, including any make-money-fast schemes, chain letters, or pyramid schemes;

e.       Is libelous, defamatory, knowingly false or misrepresents another person;

f.       Infringes upon the intellectual property rights of any third party, including the copyrights, trademarks, trade names, trade secrets or patents of such third party;

g.      Is harmful to Bliqx’s or any other party’s systems and networks, including any transmissions which may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data or personal information;

h.      Violates any obligation of confidentiality;

i.        Violates the privacy, publicity, moral or any other right of any third party; and

j.        Consists of any other content that Bliqx in its sole discretion deems to be Unacceptable Content.

If Content Creator permits user comments and trackbacks on the Creator Websites, Content Creator shall regularly monitor these comments and remove any that include and/or link to Unacceptable Content.

2.      Editorial Consistency.

The Content Creatormust also:

a.       Ensure that all content contained in the Creator Websites is original material created by Content Creator, or if not the original material of the Content Creator, ensure that express permission of the owner(s) of such material has been obtained;

b.      Ensure that all opinions and statements are representative of the Content Creator’s honest views; and

c.       Continue the general topic that is the focus of the Creator Websites throughout the term of this Agreement or provide Bliqx with thirty (30) days prior written notice if the focus of the Creator Websites is going to substantially change. Bliqx will undertake a review of the Content Creator’s new direction at that time to determine suitability for Bliqx. If Bliqx determines that the new focus is not suitable for Bliqx, Bliqx may terminate this Agreement at any time upon five (5) days’ notice to Content Creator.

Bliqx, in its sole discretion, will determine what constitutes “Unacceptable Content” under these Editorial Standards. Bliqx is under no obligation to monitor the Content Creator for compliance with these Editorial Standards. Bliqx may change the Editorial Standards at any time by providing Content Creator with ten (10) business days prior written notice. Bliqx reserves the right to remove Advertising from the Creator Websites without providing Content Creator with prior notice, at any point if the Content Creator postsUnacceptable Content or otherwise does not meet the requirements for the Content Creator set forth in this Agreement. Notwithstanding any provision to the contrary contained in this Agreement, Bliqx reserves the right to terminate this Agreement without prior notice in the event that, in Bliqx’s judgment, Content Creator has violated the Editorial Standards or the other requirements for the Content Creator set forth in this Agreement.

ATTACHMENT B (a)

 

comScore Networks TAL: Traffic Assignment Request for comScore Networks Reporting

 

By entering into this Agreement, you certify that you, the Affiliate,

 

a)      are the majority owner of the URLs listed below,

b)      enjoy a legitimate business relationship with Bliqx Media, Inc. justifying the aggregation of this traffic,

and

c)      requests assignment of  the traffic to these URLs from your company to Bliqx Media, Inc. in the

comScore Inc. syndicated audience measurement reports.

In requesting this assignment, I understand that the websites submitted in this form will not receive credit for traffic to these URLs in the syndicated audience reports for those entities where Bliqx Media, Inc. elects to include these URLs.  These URLs may not be assigned to any other company.  In the event that comScore Inc. receives multiple requests for assignment of the same URL, comScore Inc. will review and honor the request most recently received.

I understand that this request is subject to review by comScore Inc. to determine that the assignment of traffic is consistent with comScore Inc. reporting rules.  comScore Inc. retains the right in its sole discretion to refuse the requested assignment if such assignment would in fact be inconsistent with comScore Inc. reporting rules.  If necessary, comScore Inc. may require additional documentation to verify ownership of the URLs before granting this request.  For example, if your company is not the named registrant of the URLs listed below, you must provide documentation demonstrating that the registrant of those URLs is (1) owned or (2) employed by your company.

I understand that acceptance of this letter by comScore Inc. imposes no legal liability whatsoever on comScore Inc. for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the attached URLs.  I understand that my company is fully responsible for timely notification to comScore Inc. of any updates to the list below, including, but not limited to, changes in ownership of any of those URLs.

Your company shall indemnify and hold harmless comScore Inc. from and against any claims, liabilities, costs and expenses of any kind (including reasonable attorney’s fees and expenses) arising out of any allegation of improper assignment of the URLs pursuant to this letter.

 

ATTACHMENT B (b)

 

Request for the Assignment of Syndicated Report Traffic

 

I, hereafter Assignor, would like to transfer Assignor traffic to BLIQX MEDIA, INC, hereafter Assignee, for the purpose of NetRatings, Inc. syndicated audience measurement reports. By requesting this assignment, I understand that Assignor will not receive credit for traffic for these domains and URLs in the NetRatings, Inc. syndicated audience reports but will be included in the aggregation of traffic by the Assignee. These domains may only be assigned to one company and may not be assigned to any other company. In the event that NetRatings, Inc. receives multiple requests for assignment of the same domain or URL, NetRatings, Inc. will honor the request most recently received.

I certify that Assignor is the majority owner of the domains and URLs listed below and enjoys a legitimate business relationship with Assignee justifying the aggregation of this traffic in the NetRatings, Inc. syndicated audience measurement reports.

I understand that this request is subject to review by NetRatings, Inc. to determine that the assignment of traffic is consistent with NetRatings, Inc. reporting rules. NetRatings, Inc. retains the right in its sole discretion to refuse the requested assignment if such assignment would in fact be inconsistent with NetRatings, Inc. reporting rules. If necessary, NetRatings, Inc. may require additional documentation to verify ownership of the domains and URLs before granting this request. For example, if Assignor is not the named registrant of the domains and URLs listed below, Assignor must provide documentation demonstrating that the registrant of those domains and URLs is (1) owned or (2) employed by Assignor.

I understand that in the event that a URL that is not listed on the attached list displays the exact same Web page/site as a URL that is listed on the attached list, NetRatings, Inc. shall be entitled to count/report the traffic from such URL as if such URL was included on the list. (For example: (i) siteX.com is included on the attached list but siteX.net is not; (ii) siteX.net displays the exact same Web page as siteX.com; (iii) siteX.com and siteX.net shall be treated the same by NetRatings, Inc.)

I understand that acceptance of this letter by NetRatings, Inc. imposes no legal liability whatsoever on NetRatings, Inc. for damages, whether actual, incidental or consequential, relating to the maintenance or reporting of the attached domains and URLs.

I understand that Assignor is fully responsible for timely notification to NetRatings, Inc. of any updates to the list below, including, but not limited to, changes in ownership of any of those domains and URLs. I further understand that NetRatings, Inc. may terminate this assignment at any time in its sole discretion.

Assignor shall indemnify and hold harmless NetRatings, Inc. from and against any claims, liabilities, costs and expenses of any kind (including reasonable attorney’s fees and expenses) arising out of any allegation of improper assignment of the domains and URLs pursuant to this letter.

This assignment request shall expire on the third anniversary of the date of this letter, unless an earlier expiration date is set forth in this letter. Upon termination, the traffic for the domains and URLs being assigned hereunder shall be credited to the Assignor or as otherwise consistent with NetRatings, Inc.’s reporting rules.

ATTACHMENT C

 

Mandatory IASH Terms and Conditions

  

ALL of the following conditions MUST apply to any site’s inventory that is being sold by an IASH member, subject to section 4 of the code.

1. The Publisher of the Site either owns or reasonably believes that it is entitled to use the content displayed on the Site;

2. The Site does not to the Publisher’s knowledge include any “virus” or other destructive programming or device that could impair or injure any data, computer system or software;

3. The Site and its content does not to the Publisher’s knowledge violate any applicable laws or regulations, including without limitation those relating to advertising, gambling, competitions and consumer protection;

4. The Site and its content does not to the Publisher’s knowledge violate the rights of any person or entity, including without limitation any intellectual property or other proprietary right, any right of privacy, or by being defamatory;

5. The Site does not to the Publisher’s knowledge promote or facilitate any activities that are illegal under applicable law or that infringe the rights of any person or entity, including without limitation the pirating of copyright works, or hacking or other unauthorized access to or modification of devices.

6. The Publisher shall operate a “notice and takedown” policy that complies with applicable law (currently, for Publishers situated in the UK, the Electronic Commerce (EC Directive) Regulations 2002) in respect of unlawful activity or information on the Site of which the Publisher gains knowledge or awareness.

7. The Publisher shall use all reasonable endeavours to ensure that the Site does not include any “Barred Inventory” as specified in Schedule C of the IASH Code of Conduct (www.iash.org.uk).

8. The Publisher shall use all reasonable endeavours to ensure that Inventory booked on the Site is not re-sold or re-brokered