THE FOLLOWING TERMS AND CONDITIONS (�ADVERTISING TERMS�) SHALL BE DEEMED TO BE INCORPORATED INTO AND SHALL APPLY TO ALL PURCHASES OF ADVERTISING TO BE DISPLAYED ON PREMIERGUIDE�S SEARCH SOLUTION WEBSITE(S). THE ADVERTISING TERMS, IN CONJUNCTION WITH THE ORDER, SHALL BE DEEMED THE ADVERTISING AGREEMENT. BY PURCHASING ADS, ADVERTISER AGREES TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.

1. Orders. From time to time, Advertiser may submit advertising orders (�Orders�). No Order shall be effective unless accepted by PremierGuide, at which point the Order shall become subject to these Advertising Terms. PremierGuide shall use commercially reasonable efforts to deliver Advertiser�s ads and other promotions (�Ads�) in accordance with the applicable Order. In the event that PremierGuide promises to insert an Ad and does not do so within the time period promised, PremierGuide�s sole and exclusive obligation shall be to insert such Ad as soon as practicable.

2. Ads. The text and format of all Ads shall be subject to PremierGuide�s then-current technical standards. PremierGuide may refuse to display any Ad at any time in its sole discretion. PremierGuide does not undertake to review Ads for accuracy or for the possibility that Ads may create liability to third parties. Advertiser shall not provide to PremierGuide any Ads that: (a) infringe any intellectual property rights or publicity/privacy rights; (b) violate any law or regulation; (c) are defamatory, harmful to minors, obscene or child pornographic; (d) contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (e) are materially false, misleading or inaccurate.

3. License. Advertiser hereby grants to PremierGuide a worldwide, nonexclusive, sublicenseable license to use, copy, distribute, modify, perform, publish and display all Ads it provides to PremierGuide and to use all associated trademarks in connection therewith.

4. Indemnity. Advertiser shall defend, indemnify and hold harmless PremierGuide and its customers, suppliers, directors, officers, agents and employees from and against any and all losses, costs, damages, liabilities and expenses (including, without limitation, reasonable attorneys� and expert witnesses� fees) incurred or arising from any Ads or goods or services promoted in the Ads. PremierGuide may participate in the defense at its expense.

5. Liability Limits. PREMIERGUIDE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PREMIERGUIDE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE ADVERTISING AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). IN NO EVENT SHALL PREMIERGUIDE�S TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNTS ADVERTISER ACTUALLY PAID TO PREMIERGUIDE FOR ADS IN THE PRIOR 12 MONTHS. Advertiser acknowledges that it has not submitted an Order in reliance upon any warranty or representation except those specifically set forth herein.

6. Termination. Advertiser may terminate any Order upon 15 days prior written notice to PremierGuide. For Ads purchased on a month-to-month basis, no refund will be provided. For termination of a prepaid Annual Ad, Advertiser will receive a pro-rated refund calculated by taking the standard monthly advertising fee times the number of months the Ad has run and subtracting this amount from the total fees prepaid for the Annual Ad. This Advertising Agreement may also be terminated by either party for a material breach which remains uncured 5 days following written notice thereof. Sections 4-7, and any owed but unpaid payment obligations, shall survive any termination of the Advertising Agreement.

7. General. The Advertising Agreement is governed by and construed in accordance with California law, without giving effect to any choice of law principles that would require the application of the laws of a different state. Both parties submit to personal jurisdiction in California, and any cause of action related to the Advertising Agreement shall be brought in a court in Santa Clara County, California. If performance hereunder (other than payment) is interfered with by any condition beyond a party�s reasonable control, the affected party shall be excused from performance to the extent of such condition. The parties are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by the Advertising Agreement. Any notices hereunder shall be in writing and delivered to the address specified on the Order. Advertiser may not assign its rights or delegate its duties without PremierGuide�s prior written consent, and any such attempted assignment shall be void and of no effect. These Advertising Terms and any accepted Orders are the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties, as to their subject matter. The Advertising Agreement may be changed only by a writing signed by both parties. In the event of any conflict between these Advertising Terms and an Order, the terms of the Advertising Terms shall prevail. Any conflicting terms in any purchase order, order acknowledgment, invoice or other similar business form are hereby expressly rejected.