Exhibit 10.52
TERMS AND CONDITIONS (as of
March 24, 2008) - ADS (COST PER CLICK)
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.
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2.
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Advertisements and Advertising
Content
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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.
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.
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4.
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Term;
Cancellation or Termination
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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
at any time for any reason or no reason 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. LookSmart may terminate this
Agreement immediately with or without notice to Advertiser
(i) if LookSmart is unable to successfully charge
Advertiser’s credit card for any amount described in
Section 5, for credit card accounts; or (ii) if any
amount invoiced to Advertiser has not been paid when due, for
invoice accounts.
a. Invoice
Accounts
LookSmart will invoice Advertiser *
* *. Payment in full will be due * * * after