Exhibit 10.52
TERMS AND CONDITIONS (as of
March 24, 2008) - ADS (COST PER CLICK)
1. Introduction
These Terms and Conditions are
entered into by you ("Advertiser") and LookSmart, Ltd.
(“LookSmart”) regarding the display and distribution of
advertisement(s) by LookSmart ("Advertisements") (these Terms and
Conditions together with any executed insertion order (an
"Insertion Order") will be known as the "Agreement"). The display
and distribution of Advertisements will also be subject to the
policies and requirements set forth in the LookSmart Advertiser
Center, currently located at
https://adcenter.looksmart.com/help/faq#terms , as modified
from time to time by LookSmart. By continuing to allow LookSmart to
display and distribute Advertisements after such modified Terms and
Conditions have been posted, you agree to these Terms and
Conditions, as modified.
2. Advertisements and Advertising
Content
LookSmart will display the
Advertisements, text links, graphical links, or other advertising
content provided or approved by Advertiser (together with the
related keywords, the "Advertising Content"). Advertiser agrees
that its Advertisements will conform to LookSmart's specifications
and editorial guidelines located at
https://adcenter.looksmart.com/help/faq#guidelines .
Advertiser is solely responsible for creating the Advertising
Content and Advertiser represents that it will choose keywords that
do not violate any third party's trademarks, other intellectual
property rights or other rights and/or will obtain licenses to use
any third party trademarks as keywords. Advertiser grants to
LookSmart and members of the LookSmart Network (as defined below)
(i) the right to display, perform, transmit and promote the
Advertising Content and to make internal copies as necessary to
perform the foregoing; and (ii) users of LookSmart's
distribution network members' websites (collectively, the
"LookSmart Network") the right to access and use the Advertising
Content and any content and/or services directly linked to the
Advertising Content. LookSmart and LookSmart Network members may
reject or remove any particular Advertisement or Advertising
Content for any or no reason.
3. Distribution
Advertiser understands that the
Advertisements may appear on various site(s) within the LookSmart
Network. The breadth of distribution of the Advertising Content may
change during the term of this Agreement for any reason or no
reason, including that LookSmart may change the members of the
LookSmart Network from time to time without notice, and LookSmart
may adopt or discontinue one or more modes of distribution or may
change or discontinue sites, site pages or methods or modes of
advertisement delivery. Because of the variety of types of
distribution on the LookSmart Network and its frequent changes, we
cannot guarantee that your Advertisement(s) will appear in any
particular type of placement, or position, or that it will be
displayed in any particular context or in response to any
particular behavior. LookSmart will discount your bid(s) to the
greatest extent possible while still achieving the highest possible
position for your Advertisements (given your bid amount) on the
LookSmart Network, if possible. LookSmart cannot ensure the correct
bid pricing to achieve the highest possible position (given your
bid amount). In all cases LookSmart will not exceed Advertiser's
maximum bid(s). With respect to keyword-targeted Advertisments,
Advertising Content may appear for the specific keywords Advertiser
selects, as well as for variations on those keywords, as determined
by LookSmart's matching technology.
4. Term; Cancellation or
Termination
For accounts with an Insertion
Order, the term of this Agreement will be set forth in the
Insertion Order. If there is no Insertion Order, the term will end
when terminated by either party in accordance with the terms and
conditions of this Agreement. Unless otherwise set forth in the
relevant Insertion Order , either party may terminate the Agreement
* * * upon giving written notice to the other party, with such
termination to be effective as soon as LookSmart can remove all of
Advertising Content from the LookSmart Network, but no later than
five (5) business days after a party gives written
notice