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General Terms and Conditions

1. Agreement

1.1 The Insertion Order entered by the Parties ("IO") automatically incorporates these Standard Terms and other related AOL Advertising policies, as updated from time to time, on the AOL Advertising Website (together the "Agreement").

1.2 All capitalised terms in these Standard Terms or in the IO have the meanings given below in Clause 36, Definitions, unless otherwise stated.

1.3 The Agreement shall be the entire agreement between the Parties in relation to the Campaign.

1.4 By signing the IO, the Advertiser confirms that it has read and accepts the terms of the Agreement.

1.5 The network on which Campaigns will be displayed shall be specified in the IO.

1.5.1 For Premium Content Campaigns, AOL shall display the Campaigns on the Premium Content Network.

1.5.2 For Performance Network Campaigns, AOL shall arrange display of the Campaigns on the Performance Network.

2. Capacity and Execution

2.1 If the IO is signed by an Agency, the Agency represents, warrants and undertakes that

(a) it has the Advertiser's authority to enter into this Agreement on behalf of the Advertiser (including making the warranties set out at 10.6 below), save in respect of the payments due to AOL under this Agreement for which obligation the Agency shall be jointly and severally liable with the Advertiser.

(b) it shall itself comply with, and shall ensure that the Advertiser complies with, all provisions of this Agreement

2.2 This Agreement shall be binding on the Parties when AOL sends a confirmation email to the Advertiser/Agency following receipt of the IO from the Advertiser/Agency, signed by or on behalf of the Advertiser/Agency and delivered to AOL by post, fax or email.

3. Campaign Communication

Advertiser/Agency acknowledges that all requests and instructions in relation to a Campaign must be sent by email to the AOL representative (as set out in the IO), and that AOL cannot recognise any such request unless the domain of the sender's email address matches the domain of the Advertiser/Agency's website.

4. Campaigns

4.1 The Campaigns shall link only to the Advertiser's Site or to such other site controlled and operated by the Advertiser as may be pre-approved in writing by AOL.

4.2 Advertiser shall not resell, sub-lease, exchange or otherwise enable a third party to use any advertising space that is the subject of this Agreement.

4.3 Where Campaigns require a Microsite as specified in the IO, the Parties shall agree who hosts and maintains the Microsite throughout the course of the Campaign, as well as who is responsible for obtaining all necessary rights, licences and consents for all Microsite material. Where this is the Advertiser, Advertiser indemnifies AOL against all claims and liability in respect of such Microsite, to the extent permissible by law.

5. Campaign Billing Method and Performance

5.1 The billing method for a given Premium Content Campaign (whether Actuals, Scheduled, Custom, Pre-Paid and/or some other method) shall be as stated on the corresponding IO. The billing method for all Performance Network Campaigns shall be Actuals, unless stated otherwise on the corresponding IO.

5.2 For Campaigns billed on Actuals:

5.2.1 AOL shall continue to run the Campaign until the earlier of (i) the End Date, and (ii) full delivery of the Agreed Quantity (unless the Campaign is Open Budget in which case AOL shall continue to deliver until the End Date).

5.2.2 In the event the Agreed Quantity has not been fully delivered as of the End Date or AOL otherwise fails to display the campaign in accordance with this Agreement (an "Actuals Shortfall"), AOL shall bill Advertiser/Agency only for that volume of the Agreed Quantity actually delivered as of the End Date (in accordance with Clause 29, Billing and Counting), and shall have no further liability to Advertiser/Agency in respect of any Actuals Shortfall.

5.3 For Campaigns billed on Non Actuals:

5.3.1 AOL shall continue to display the Campaign until the earlier of (i) the End Date; and (ii) full delivery of the Agreed Quantity.

5.3.2 In the event the Agreed Quantity has not been fully delivered as of the End Date or AOL otherwise fails to display the campaign in accordance with this Agreement (a "Non-Actuals Shortfall"), AOL will "make good" the Non-Actuals Shortfall to Advertiser/Agency through comparable Campaigns (as determined at AOL's sole discretion, unless otherwise agreed in writing) at no extra charge to the Advertiser/Agency within 60 days following the End Date - failing which, that proportion of Fees which relate to the Non-Actuals Shortfall shall be refunded by AOL to Advertiser/Agency (where already paid to AOL by Advertiser/Agency), and/or waived by AOL (where not already paid to AOL by Advertiser/Agency). AOL shall have no further liability to Advertiser/Agency in respect of any Non-Actuals Shortfall.

5.4 The Parties agree that for all Campaigns:

5.4.1 AOL shall have sole responsibility for compiling Campaign Statistics for each Campaign; and

5.4.2 unless otherwise agreed in writing, all reports provided by AOL shall be the reports of record for the purpose of this Agreement.

5.5 AOL makes no guarantees or warranties in relation to delivery of Agreed Quantities, other than as provided at Clauses 5.2 and 5.3 above.

5.6 AOL will provide Campaign reporting upon written request from Advertiser/Agency.

5.7 In the event the Advertiser/Agency disagrees with any calculation of Actions, the Advertiser/Agency shall send a written request for review immediately to AOL's representative (as set out in the IO).

6. Discrepancies

6.1 All Discrepancies shall be dealt with in accordance with the IAB's 'Ad Impression Measurement Guidelines', as updated from time to time.

7. Pacing and Smoothness

7.1 For CPM Campaigns only (but excluding Video Advertisements), AOL will use its reasonable endeavours to deliver Impressions evenly throughout the Term unless otherwise requested. However, AOL does not guarantee even delivery of Units nor does AOL accept any liability for delivery that is not even.

8. Licence

8.1 For the purposes of this Agreement, Advertiser grants to AOL the right to (i) display, reproduce, distribute and transmit the Campaigns, (ii) link to the Landing Page(s) and (iii) sublicense such rights to third parties as applicable.

8.2 Advertiser further grants AOL the right to use the Campaigns and related data in AOL marketing materials.

9. In-Stream Video Advertisements

For the purposes of this clause 9, the following terms shall have the following meanings:

(a) An In-Stream Advertisement is a Video Advertisement which plays before, during or after the streaming video content that a user has requested to view ("Video Content"). In-Stream ads may be Linear, Non-Linear, or Overlay, and typically cannot be stopped by the user (other than by navigating away from the Video Content altogether).

(b) A Linear In-Stream Ad takes over the full view of the Video Content, and will be presented either before ("Pre-Roll"), after ("Post-Roll") and/or mid-way through ("Mid-Roll") the Video Content. The Video Content is paused whilst the In-Stream ad is played to the user.

(c) A Non-Linear In-Stream Ad will run concurrently with the Video Content so that users see the ad whilst viewing the Video Content, such as Overlay.

(d) An Overlay Ad is an ad that appears in the bottom 20% of the video window, which will show up at second 10 of the Video Content and move off the screen (1) when the user closes the Overlay Ad or (2) after being displayed to the user for 10 seconds. If clicked, the Overlay Ad will open to the Advertiser's landing page.

(e) A Companion Banner is a display ad (300x250 or 728x90 or 300x60) that runs alongside or surrounding the video player for the duration of the In-Stream Advertisement and Video Content.

9.1 Where Advertiser/Agency books an In-Stream Advertisement, Advertiser/Agency recognises that:

(a) there is no option to select the Video Content or categories/genres of Video Content alongside which the In-Stream Advertisement will appear;

(b) the Ad.com classifications apply at publisher site-level only, and do not extend to Video Content itself; and

(c) AOL does not routinely vet the Video Content against which In-Stream Advertisements will run,

Therefore, AOL accepts no responsibility or liability whatsoever for the associations that may arise from the juxtaposition of the Advertiser's brand or Campaign content to the Video Content.

9.2 To protect Advertisers, AOL endeavours not to run In-Stream Advertisements alongside Video Content which is user-generated or user-uploaded.

9.3 Unless stated otherwise on the corresponding IO, In-Stream Advertisements shall be charged on a CPM basis, based on AOL Statistics.

9.4 Advertiser is encouraged to provide a Companion Banner which is compatible with all Companion Banner formats to accompany all In-Stream Advertisements. If Advertiser has not provided a Companion Banner (or, has not provided a Companion Banner which is compatible with all Companion Banner formats), AOL reserves the right to compose a Companion Banner using a still of its choice from the corresponding Advertiser's Video Advertisement content.

9.5 Advertiser recognises that Linear In-Stream Ads over 15-seconds duration may have delivery restrictions.

10. Advertiser Representations and Warranties

10.1 Advertiser represents and warrants that it possesses all consents, licences and other rights necessary to:

10.1.1 market, promote, offer or sell the Products and any other products or services available through the Advertiser Site(s) and/or Landing Page(s); and

10.1.2 grant AOL the licences in Clause 8 of these Standard Terms.

10.2 Advertiser further represents and warrants that all Advertisements, any content on websites or web pages to which Advertisements link, Advertiser's Products and services, Advertiser's Site and any data processing in relation thereto:

10.2.1 comply with and do not violate any applicable law, regulation or ordinance (including subordinate legislation, the rules of statutorily recognised regulatory authorities and the law of the European Union) for the time being in force;

10.2.2 comply with and do not violate the British Code of Advertising Practice or any other relevant codes under the general supervision of the Advertising Standards Authority;

10.2.3 do not infringe on or violate any copyright, patent, trademark, trade secret or other intellectual property right of any third party, including without limitation, any music performance or other music-related rights (and Advertiser is solely responsible for securing, maintaining and paying for all such rights and licenses which, for the avoidance of doubt, includes all necessary copyright (including without limitation all royalties payable for the copyright in any underlying musical or literary works embodied in the Advertisements), performing rights, music synchronisation, and other related rights, free and clear of all claims and encumbrances).

10.2.4 do not breach any duty toward or rights of any person or entity, including, without limitation, rights of publicity or privacy and that Advertiser has obtained the written consent, release, and/or permission of each identifiable individual person or entity to use the name, image or likeness of such individual person or entity in any Advertisement;

10.2.5 do not and have not resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity;

10.2.6 do not contain material or information constituting libel, slander or defamation;

10.2.7 complies with the requirements of the Electronic Commerce (EC Directive) Regulations 2002;

10.2.8 are not false or misleading;

10.2.9 in relation to any Campaigns relating to the financial products or services sector, comply with the Financial Services and Markets Act 2000 (as amended) and/or the Consumer Credit Act 1974, as applicable;

10.2.10 do not either:

(a) disparage AOL or AOL Affiliates; or

(b) state or imply that AOL or AOL Affiliates endorse the Products; and

10.2.11 are free from any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept, or expropriate any system data or personal information.

10.3 Advertiser further represents and warrants that it complies with the provisions of the Data Protection Act 1998 (United Kingdom) (the "DPA") including all other such legislation in respect of personal data ("Data Protection Legislation") derived from the Campaign.

10.4 Advertiser acknowledges that AOL has no responsibility to review Advertisements.

10.5 Advertiser also acknowledges the placement of Advertisements may be subject to a third party media service provider's terms and hereby consents to those terms in order that the Campaign may be delivered.

10.6 Advertiser further represents and warrants that:

(a) it has the full corporate right, power and authority to enter into the Agreement and to perform the acts required of it hereunder; and

(b) the execution of the Agreement by it, and the performance of its obligations and duties hereunder, do not and will not breach any agreement to which it is a party or by which it is otherwise bound.

10.7 Advertiser shall be solely responsible for managing its website(s) and all aspects of the relationship with individuals that have responded to the Campaign.

10.8 For all Campaigns utilising Experian targeting solutions where the Advertiser provides Advertiser Data to Experian or to AOL, the Advertiser agrees as follows:

10.8.1 the Advertiser warrants and represents that it has obtained Advertiser Data in accordance with all applicable laws, including Data Protection Legislation;

10.8.2 the Advertiser warrants and represents that it has the right to provide the Advertiser Data to AOL and its partners such as Experian for the purposes of running its advertising campaign with the chosen Experian targeting solutions;

10.8.3 the Advertiser warrants and represents that no Sensitive Data shall be provided as part of the Advertiser Data; and

10.8.4 the Advertiser accepts all responsibility for AOL's and/or Experian's use of any Sensitive Data provided by such Advertiser to AOL and/or Experian.

10.8.5 The Advertiser grants to AOL and Experian an irrevocable, non-exclusive, royalty-free, non-transferable license to use the Advertiser Data for the purposes of providing the agreed campaign targeting services.

10.8.6 The Advertiser shall indemnify, defend and hold harmless AOL and Experian, and its respective officers, directors and employees, from and against any claims caused by AOL's and/or Experian's use of the Advertiser Data in accordance with the permissions at Clause 10.9 above infringing the Intellectual Property Rights of any third party or breaching any Data Protection Legislation.

For the purposes of this clause 10.8, the capitalised terms in this clause not defined elsewhere shall have the following meanings:

"Advertiser Data" means any user data supplied by an Advertiser for use in connection with its advertising campaign

"Sensitive Data" has the meaning set out in the DPA plus any of the following: national insurance number, drivers license number, state identification number, financial account information (account numbers, credit card numbers, debit card numbers, associated passwords or PINs), health information, full date of birth, mother's maiden name, employer identifier, biometric data, passport number, electronic signature identifier, or such other categories of data as AOL may reasonably identify to Advertiser from time to time.

10.9 For all Campaigns utilising Experian targeting solutions (whether or not the Advertiser provides Advertiser Data to Experian or to AOL, the Advertiser agrees as follows:

10.9.1 The Advertiser will:

(a) use the Experian Data for the Permitted Purpose only;

(b) not sell, transfer, sub-license, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any third party any of the Experian Data;

(c) not (and will not allow any third party to) adapt, alter, modify, clone, reverse engineer, de-compile or otherwise interfere with the Experian Data without the prior written consent of Experian.

10.9.2 The Advertiser acknowledges and agrees that Experian's services are not intended to be used as the sole basis for any business decision, and are based upon data which is provided by third parties, the accuracy and/or completeness of which Experian cannot guarantee. Experian's services also involve models and techniques based on statistical analysis, probability and predictive behaviour. Therefore, neither Experian nor AOL are able to accept any liability for any inaccuracy, incompleteness or other error in the Experian Data or any failure of the targeting solutions to achieve any particular result for any Advertiser.

10.9.3 The Advertiser agrees that:

(a) the terms contained in this Clause 10, and in Clause 16, of these Advertising Terms and Conditions, shall be directly enforceable by Experian against the Advertiser (and to this end, Experian shall be considered an AOL Affiliate).

For the purposes of this clause 10.9, the capitalised terms in this clause not defined elsewhere shall have the following meanings:

"Experian Data" means any data provided by Experian (or on its behalf) to AOL which AOL then provides to the Advertiser in connection with this Insertion Order.

"Intellectual Property Rights" means any and all copyrights, patents, trademarks, trade secrets, and any other intellectual property rights recognized under applicable law associated with or relating to a party's proprietary data, software, materials, technologies, processes, and methodologies, and any all extensions, modifications and enhancements thereto, and derivative works thereof.

"Permitted Purpose" means the delivery of the online ad targeting solutions which Advertiser has booked under the relevant AOL Insertion Order.

10.9.4 For all Campaigns which contain Facebook RTB inventory, the following terms shall apply: Advertiser/Agency understands that Advertiser's Campaign will be subject to Facebook's Statement of Rights and Responsibilities which is located at https://www.facebook.com/legal/terms (the "SRR"). Advertiser/Agency represents and warrants that it has reviewed and agrees to the terms and conditions set forth in the SRR. Accordingly, as a condition to purchasing such Facebook ad inventory, Advertiser/ Agency agrees that AOL may bind Agency and Advertiser to such SRR.

11. Customer Service and Shopping

11.1 Advertiser shall be solely responsible for all customer service issues, including without limitation order processing, billing, fulfilment, returns, charge backs and any other customer support issues associated with the Advertiser Site(s) and/or Landing Page(s) and/or the Products and any other products or services available through the Advertiser Site.

11.2 In relation to Campaigns on the Premium Content Network, where carriage on the Shopping Channel is specified in the IO, AOL's Shopping Terms available from the AOL Advertising Website shall also form part of this Agreement.

12. Navigation

12.1 Advertiser shall ensure that all user 'back' navigation from the Landing Page(s) shall not be interrupted through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through use of any html pop-up window, or disabling of the "back" button.

12.2 Navigation back to the AOL Services may be through a particular pointer or link, the "back" button on an Internet browser or the closing of an active window or any other return mechanism.

12.3 Advertiser shall ensure that such traffic shall be pointed directly back to the page of AOL Service designated by AOL.

13. Terms of Payment

13.1 AOL shall provide an invoice for the Fees to the Advertiser following the end of each month in which the Campaign is run.

13.2 Unless otherwise agreed by the Parties in writing, the Advertiser agrees to pay AOL the Fees in the currency shown on the IO within 30 days from the date of the invoice.

13.3 If Advertiser wishes to dispute any charge made under this Agreement, Advertiser shall notify AOL by email tocreditcontroluk@corp.aol.com within 7 days from the date of the invoice relating to such charge. Failure to so notify will be deemed acceptance by the Advertiser of the amount so invoiced.

13.4 In the event prepayment is required by AOL, cheques for refunds for any such prepayment, net of any and all pending invoices, shall be issued within ten (10) business days after delivery of final Campaign Statistics.

13.5 Advertiser shall pay AOL (without any right to withhold or set-off) (i) all amounts set out in the IO; and (ii) all charges incurred by Advertiser under Clause 24, 25 or otherwise stated in these Standard Terms.

13.6 AOL shall not refund amounts paid by Advertiser except to the extent expressly permitted by these Standard Terms.

13.7 AOL shall be entitled to charge interest on all sums which remain outstanding after the date on which they fall due at a rate of 8% above the base lending rate of National Westminster Bank plc or its successors, as varied from time to time, such interest to accrue on a daily basis from the Payment Due Date until the date of actual payment.

13.8 All amounts specified in this Agreement are net of any value added, income, withholding, sales, use, excise, import, export or similar taxes or duties payable in any applicable jurisdiction ("Taxes") and Advertiser shall pay all Taxes thereon at the rate and in the manner prescribed by law. Advertiser shall collect and pay (and indemnify and hold AOL harmless from) any Taxes arising from or related to the Campaigns and/or the Advertiser Site, including any penalties and interest, as well as any costs associated with collection or withholding thereof, including AOL's legal fees.

13.9 It is the Advertiser's responsibility to provide AOL with a PO number where required. Should an invoice be received without a PO reference, payment shall still be made within 30 days of invoice unless a dispute is raised in accordance with as per Clause 13.3 stating the applicable PO number in the email.

14. Limitation of Liability






14.3.3 A COMBINATION OF CLAUSES 14.3.1 AND 14.3.2 above.

14.4 In no event shall AOL's liability to Advertiser/Agency exceed the total amount paid to AOL by Advertiser/Agency in connection with the IO to which the liability relates.

14.5 AOL shall not be liable for the contents of any third party advertisements, websites or web pages within the Network, (including, without limitation, sites within the Premium Content Network and/or Performance Network).

15. AOL's Warranties and Indemnities


16. Indemnity

16.1 Advertiser shall indemnify and hold AOL, AOL Affiliates, publishers and its officers, directors, agents, and employees harmless against any and all expenses and losses of any kind (including reasonable attorney's fees and costs) incurred by them in connection with any claim of any kind arising out of:

16.1.1 publication of any Advertisement (including, without limitation, any claim of trade mark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices);

16.1.2 any material of Advertiser to which Users can link through such Advertisements; or

16.1.3 any breach by Advertiser of any representation or warranty set out in Clause 10 above, or any material breach of any other representation or warranty under this Agreement.

16.2 Any claim for indemnification hereunder shall be further subject to:

16.2.1 the indemnifying Party being given written notice of the claim within 15 days of receipt of the demand by the indemnified Party; and

16.2.2 the indemnifying Party having the right to control the defence and all negotiations relative to the settlement of any such claim; and

16.2.3 the indemnified Party reasonably cooperating with the indemnifying Party and its counsel in relation to such claim.

16.3 Notwithstanding that Advertiser may be acting through an advertising agency or media buyer or other representative whatsoever, Advertiser represents and warrants that it contracts with AOL as principal.

17. Confidentiality and Press Releases

17.1 The Parties shall take reasonable steps during the Term of this Agreement, and for a period of two years thereafter, to prevent disclosure of confidential information of the other Party (including, without limitation, any usage data supplied to Advertiser by AOL) other than to its employees or agents who must have access to such confidential information to perform such Party's obligations hereunder and who have each agreed to comply with this provision. Notwithstanding the foregoing, either Party may disclose confidential information without the consent of the other Party to the extent such disclosure is required by law.

17.2 The Advertiser shall not issue any press release or other public statement concerning the existence, subject matter, terms or performance of this Agreement without AOL's express prior written approval. This Clause shall survive the Agreement by two years. Breach of this Clause shall constitute a material breach of this Agreement due to the potential significant and adverse effects of an unapproved statement, and shall entitle AOL to immediately terminate the Agreement upon written notice to the Advertiser.

17.3 For Leadback Targeting and VIVAD campaigns, AOL undertakes to Advertiser it will not under any circumstances (unless on request of Advertiser) target another client's Campaign to the target population yielded from the Pixel on the Advertiser Site(s) (although the serving of other client Campaigns to users within that population, on a non-targeted basis, cannot be avoided).

18. Use of Data

18.1 Subject to applicable law including but not limited to the DPA and any applicable legislation in countries outside of the UK, Advertiser shall have the right to use all data provided by AOL that is derived from the Campaign, for the purposes of the Campaign (including as may be agreed between the Parties and for the avoidance of doubt, for the fulfilment of promotions or competition prizes, but excluding using personally identifiable data for any other purpose.

18.2 AOL has the right to use and disclose such data identified in Clause 18.1 above:

18.2.1 For general reporting purposes, including the compilation of statistics, such as the total number of Advertisements delivered, that may be provided to existing and potential customers;

18.2.2 For scheduling and optimisation of delivery of all Campaigns, including websites, networks, and any other advertising inventory, that AOL reaches; and

18.2.3 If required by court order, law or governmental agency.

19. Privacy

19.1 Advertiser further understands and agrees that AOL may use Cookies, Pixels, Web Beacons and/or other technologies to collect non-personal data ("Non-PD") from users of such Advertiser Site(s) as nominated by Advertiser in connection with this Agreement.

19.2 Non-PD may include, without limitation, information such as a user's IP address, web pages viewed by a user, date and time, domain type, and responses by a user to an Advertisement. Advertiser understands and agrees that AOL may use Non-PD (in combination with, in certain cases, personal data such as a user's AOL registration details) to serve Advertisements.

19.3 Where Advertiser has implemented an AOL Pixel or Web Beacon (including but not limited to, Leadback, VIVAD, conversion tracking) on a given website, Advertiser represents and warrants that it shall provide notice for, and fully disclose, its privacy policies and practices to visitors to all such sites (including the fact that third party companies may collect and use information about users' visits to such site(s) in order to create profiles and deliver targeted advertising to that user/browser; and where relevant, the fact that Advertiser may pass data concerning users' activity on such site(s) to third parties, for such purposes), including its use of AOL's services, through the corresponding privacy policy for all such site(s). The privacy policy shall also include clear information to Users on the use and purpose of Cookies, Pixels, Web Beacons, and include information on how users can decline the use of Cookies (including Cookies from AOL). Advertiser may provide information on online behavioural advertising Cookies (including how to decline online behavioural advertising Cookies from AOL) by linking to http://www.youronlinechoices.eu.

19.4 Where Advertiser is passing data to AOL via a Pixel or otherwise, concerning a given user's (or, a given browser's) activity on a site under Advertiser's control (for instance, but not limited to, Leadback Targeting and VIVAD), Advertiser warrants and undertakes to AOL that it shall not under any circumstances pass to AOL (i) any data in relation to which it does not have permission from the relevant user (or, browser) to share with AOL, including without limitation where a request has been made by that user (or, that browser) that Advertiser not share that data with third parties; nor (ii) any personal data (including for the avoidance of doubt any sensitive personal data), both as defined from time to time in the Data Protection Act 1998 (as it may be amended from time to time).

19.5 Advertiser further represents and warrants that none of the above will cause Advertiser to be in violation of its privacy policy.

20. Termination

20.1 AOL may terminate this Agreement immediately and without notice if Advertiser fails to pay any sum by any Payment Due Date, or breaches of any representation or warranty in these Standard Terms.

20.2 Either Party may terminate this Agreement at any time on written notice to the other Party in the event of:

20.2.1 material breach of this Agreement by the other Party which is either irremediable, or in the case of a breach capable of remedy, remains un-remedied within 7 days of written notice of the breach; or

20.2.2 the other Party passing a resolution, or a court of competent jurisdiction making an order, that the other Party be wound up, a receiver, administrative receiver, administrator or manager is appointed over any part of the business or assets of the other Party; the other Party is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or any similar event occurs in any other jurisdiction in respect of the other Party.

20.3 AOL is entitled to:

20.3.1 terminate this Agreement on 14 days' notice to Advertiser without cause, whereupon Advertiser shall be responsible for payment of the pro-rata portion of payments due from the commencement of the IO to the date of termination;

20.3.2 immediately Suspend any Campaign, where the display of such Campaigns is likely, in AOL's reasonable judgement; to

(a) adversely affect any operation of its business, or

(b) expose AOL or AOL Affiliates to liability or other adverse consequences.

20.4 Either Party may terminate the Agreement and the Campaign upon two (2) business days' prior written notice to the other Party save that:

20.4.1 in relation to the delivery of Video Advertisements on the UK Video Network, where either Party may terminate such Campaigns/Agreements only on fourteen (14) days' prior written notice to the other Party; or

20.4.2 in relation to netblocks which shall require seven (7) days' prior written notice; or

20.4.3 in relation to home page takeovers, which shall require 5 days' written notice.

20.5 Advertiser/Agency may give notice in connection with clause 20.4 above by sending an email notification to their Sales Person or Account Manager, per the contact details given on the IO.

21. Campaign Suspension

21.1 AOL recognises that the Advertiser may wish to temporarily suspend delivery of Impressions ("Suspend") and

21.2 AOL will use its reasonable endeavours to Suspend Campaigns within 24 hours of written notice from the Advertiser.

21.3 In the event that AOL fails to Suspend a Campaign within the period set out in Clause 21.2 above, the Advertiser will not be liable for any Unit delivery after the expiry of such periods.

22. Effect of Termination, Suspension, Delay

22.1 Save where otherwise expressly stated, or where termination is a result of AOL's uncured material breach in accordance with Clause 20.2, Advertiser shall remain liable for all sums due and payable during the full Term of the Agreement (which shall become payable within 14 days of the date of termination) and, Advertiser shall lose the entitlement to any remaining Impressions or other performance due by AOL under the Agreement.

22.2 In the event of any delay, Suspension or removal of Campaigns by AOL as a result of any act, omission or breach of any term of this Agreement by Advertiser:

(a) Advertiser shall remain liable for all sums payable under the Agreement;

(b) the corresponding Agreed Quantity shall be reduced for the period of delay, calculated on a pro-rated basis for the applicable period of delay, Suspension or removal.

23. Ad Take Down Policy and Make Goods

23.1 All requests for take down of Creatives shall be handled in accordance with AOL's Brand Safety Policy which can be found here.

23.2 For both Performance Network and Premium Content Network Campaigns, if AOL fails to comply with the Brand Safety Policy, AOL may, at its sole discretion and without obligation, either:

23.2.1 provide Advertiser with "Make Good" Impressions for any Ads which AOL has not delivered in accordance with any specifications in the IO; or

23.2.2 provide Advertiser with a pro-rata refund for any Fees for the Ads which AOL has not delivered in accordance with specifications in the IO or a corresponding reduction in the amount billed to the Advertiser.

24. AOL's Production Requirements

24.1 The Advertiser must provide necessary artwork and other content for the Campaigns as specified by AOL, which meets all AOL requirements on the AOL Advertising Website including but not limited to the format sizes stipulated in the Ad Specs Policy found here (together, "Creative") "), as well as details of all Landing Pages (and where there is more than one Landing Page, details of which assets within the Campaign should link to which Landing Page), to AOL in a timely manner and, save where otherwise specified, not less than 5 business days prior to the Start Date of each Campaign for Rich Media and 3 business days for standard media ("Creative Due Date").

24.2 The Advertiser must comply with specific production requirements as set out at http://advertising.aol.co.uk/ad-specs.

24.3 For all Campaign Metrics, the Advertiser acknowledges that it must comply with any additional conditions specified by AOL for the Campaign at Advertiser's point of sale (including, but not limited to behavioural targeting, Pixels/Web Beacons, or conversion tracking).

24.5 Advertiser acknowledges that failure to comply with this Clause 23 24 may result in the Campaign under-delivering Units, uneven Campaign delivery, and/or the Campaign starting after the Campaign Start Date stated in the IO and therefore AOL reserves the right not to launch, to Suspend or Cancel the Campaign without liability until such requirements are met.

Advertiser acknowledges that at no time during the life of the Campaign can the .swf file being called by a third party redirect be changed by the Advertiser (including, for the avoidance of doubt, the entire file or modifications to the coding within the .swf file) except with the approval of AOL prior to any such change, such approval not to be unreasonably withheld or delayed. Failure by Advertiser to procure such consent may result in the Campaign being Suspended.

24.6 Failure by the Advertiser to comply with Clause 24.1 above shall result in administrative charges being applied and/or a pro-rata reduction in the corresponding Agreed Quantity (and, in the case of failure to deliver confirmation on all Landing Page(s), where there is more than one, AOL reserves the right to disable any assets within the Campaign which require a particular Landing Page URL but for which no Landing Page URL has been given).

24.7 Nothing in this Clause 24 shall waive any right or remedy available to AOL under this Agreement or otherwise, and any such failure shall also entitle AOL to place charitable or 'not for profit' Campaigns during the period of delay.

24.8 Where AOL agrees to produce Creative for a Campaign, AOL may, in its sole discretion, recover its reasonable production costs from Advertiser in the event that the Fees for the relevant Campaign fail to reach a minimum amount agreed between the Parties in advance.

25. Required Changes to Advertisers Site/Creative

25.1 The Advertiser will notify AOL within one working day of any changes (intentional or otherwise) which may impair AOL's ability to track the Units delivered including, without limitation:

25.1.1 Removing/Suspending any AOL Pixels/Web Beacons associated with the Campaign (including for conversion tracking);

25.1.2 Changes to the conversion process on the Advertiser's website;

25.1.3 Remote changes to the Creative, including changes that impair a user's ability to Click-through; or

25.1.4 Removing/changing Advertisers landing page urls;

and AOL reserves the right to Suspend or Cancel a Campaign in the event of such a change.

25.2 In the event that AOL is not duly notified in accordance with Clause 2425.1 above, AOL reserves the right to recover any reasonable costs it incurs as a result of such change.

25.3 AOL reserves the right to Suspend or shutdown a Campaign where it believes in its sole but reasonable discretion that there is a reasonable chance the Campaign may jeopardise relationships with AOL's Network partners, including, but not limited to Technical failure with Creative resulting in:

25.3.1 the Creative not rendering when delivering site performance;

25.3.2 page formatting being adversely affected; and/o

25.3.3 if there is a reasonable suspicion that Creative is delivering, in the opinion of AOL, malicious, inappropriate or impolite content.

26. Targeting Users

26.1 Unless expressly permitted by AOL in writing, Advertiser/Agency shall not display or send any User Communication direct to Users.

26.2 No User Communication shall contain any reference to AOL, AOL Affiliates or any of their trade marks unless such reference is editorial or is expressly permitted by AOL.

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