Standard Terms and Conditions for Yahoo! Advertising

The following terms and conditions (the "Standard Terms") shall be deemed to be incorporated into the attached insertion order (the "Insertion Order"):

1. Terms of Payment. Advertiser must submit completed credit application to determine terms of payment. If no credit application is submitted or the request for credit is denied by Yahoo! Singapore Pte. Ltd. (Co. Reg. No. 199700735D) ("Yahoo!") in its sole discretion, the Insertion Order must be paid in advance (either online or by such other mode as Yahoo! may decide) of the advertisement start date unless otherwise agreed by Yahoo! in its sole discretion. If Yahoo! approves credit, Advertiser will be invoiced on the first day of the contract period set forth on the Insertion Order, or such other date as Yahoo! may in its sole discretion decide, and payment shall be made to Yahoo! within thirty (30) days from the date of invoice ("Due Date"). All online payments shall be effected by way of a valid credit card through an online payment service ("Online Payment Service") operated byYahoo!, its affiliates or a third party selected by Yahoo! ("Payment Service Provider"). Advertiser agrees to be bound by all terms and conditions of the Payment Service Provider in relation to any payment it makes via the Online Payment Service. Advertiser agrees that where the Online Payment Service is operated by a third party, Yahoo! shall not be liable in any way whatsoever in relation to Advertiser's use of the Online Payment Service. Amounts outstanding after the Due Date shall bear interest at the rate of one percent (1%) per month (or the highest rate permitted by law, if less). In the event Advertiser fails to make timely payment, Advertiser will be responsible for all expenses (including legal fees on a full indemnity basis) incurred by Yahoo! in collecting such amounts. Yahoo! reserves the right to suspend performance of its obligations hereunder (or under any other agreement with Advertiser) in the event Advertiser fails to make timely payment hereunder or under any other agreement with Yahoo!.

2. Taxes. Advertiser agrees that all payments under the Insertion Order shall be exclusive of any value-added or goods and services tax imposed by any government, statutory or tax authority and that any such value-added or goods and services tax imposed by any government, statutory or tax authority in any country or territory in respect of such payments shall be borne by the Advertiser. The Advertiser further agrees that all amounts payable under the Insertion Order shall be paid (1) free of any restriction or condition, (2) free and clear of and without any deduction or withholding for or on account of any tax and (3) without deduction or withholding on account of any other amount, whether by way of set-off or otherwise. If at any time any tax or other amount must be deducted or withheld from the amounts paid or payable by, or received or receivable from, the Advertiser under this Insertion Order, (except for a payment by the recipient of tax on its own overall net income) the Advertiser shall pay such additional amount as is necessary to ensure that Yahoo! receives on the Due Date and retains (free from any liability other than tax on its own overall net income) a net sum equal to what it would have received and so retained had no such deduction or withholding been required or made. Within 30 days after paying any sum from which it is required by law to make any deduction or withholding, the Advertiser shall deliver to Yahoo! evidence of that deduction, withholding or payment. As soon as the Advertiser is aware that any such deduction, withholding or payment is required (or of any change in any such requirement), it shall notify Yahoo!.

3. Positioning. Except as otherwise expressly provided in the Insertion Order, positioning of advertisements, keywords, search words category pages or search results (collectively advertisements) within the Yahoo! properties or on any page is at the sole discretion of Yahoo!. Yahoo! may, at its sole discretion, remove from the insertion order (and substitute with similar inventory) any advertisement that it believes to be a trademark, trade name, company name, product name or brand name belonging to or claimed by a third party.

4. Usage Statistics. Unless specified in the Insertion Order and without prejudice to Section 8, Yahoo! makes no guarantees with respect to usage statistics or levels of impressions, page views, click-throughs or other similar statistics whatsoever (collectively, "statistics") for any advertisement. Advertiser acknowledges that delivery statistics provided by Yahoo! are the official, definitive measurements of Yahoo!'s performance on any delivery obligations provided in the Insertion Order. No other measurements or usage statistics (including those of Advertiser or a third party ad server) shall be accepted by Yahoo! or have bearing on the Insertion Order. Advertiser further acknowledges that all statistics provided by Yahoo! in relation to its search advertising products and services are purely estimates and should not be detrimentally relied on. Accordingly, Yahoo! makes no representation, warranty or guarantee with respect to such statistics whatsoever or with respect to their accuracy or the method used to derive them.

5. Renewal. Except as expressly set forth in the Insertion Order, any renewal of the Insertion Order and acceptance of any additional advertising order shall be at Yahoo!'s sole discretion. Pricing for any renewal period is subject to change by Yahoo! from time to time.

6. No Assignment or Resale of Ad Space. Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this contract, without liability to Yahoo!.

7. Limitation of Liability. In the event (i) Yahoo! fails to publish a banner or media advertisement in accordance with the schedule provided in the Insertion Order, (ii) Yahoo! fails to deliver the number of total impressions specified in the Insertion Order in relation to a banner or media advertisement (if any) by the end of the specified period, or (iii) of any other failure, technical or otherwise, to provide or display the advertisement as provided in the Insertion Order, the sole liability of Yahoo! to Advertiser shall be limited to, at Yahoo!'s sole discretion, a pro rata refund of the advertising fee representing undelivered impressions, placement of the advertisement at a later time in a comparable position, extension of the term of the Insertion Order until total impressions are delivered, or provision of replacement advertising inventory and/or services of equivalent value. For the avoidance of doubt the foregoing shall not be applicable to Yahoo!'s search advertising products and services. In no event shall Yahoo! be responsible for any consequential, special, punitive or other damages, including, without limitation, lost revenue or profits, in any way arising out of or related to the Insertion Order/Standard Terms or publication of the advertisement, even if Yahoo! has been advised of the possibility of such damages. Without limiting the foregoing, Yahoo! shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition beyond the control of Yahoo! affecting production or delivery in any manner.

8. Delivery of Ads. Yahoo! will use its commercially reasonable efforts to deliver the advertisements as specified in the Insertion Order. Notwithstanding anything to the contrary in the Insertion Order, Yahoo! is only obligated to deliver the aggregate number of impressions set out in the IO (if any) as a whole, and has no obligations to deliver "click-throughs" or "acquisitions" or any similar deliverable or target. Unless the Insertion Order requires Yahoo! to deliver an aggregate number of impressions or to place an advertisement on a specific Yahoo! property or page, Yahoo! has no obligation to publish, post or otherwise deliver any impressions in any Yahoo! property.

9. Advertisers Representations; Indemnification. Advertisements are accepted upon the representation that Advertiser has the right to publish the contents of the advertisement without infringing the rights of any third party and without violating any law. In consideration of such publication, Advertiser hereby represents and warrants that it has obtained all necessary legal, regulatory and governmental approvals, licenses, consents and permits in relation to the promotion, game, contest, lucky draw, sweepstake or lottery referred to and promoted in the advertisement campaign that the Insertion Order relates to ("Promotion"), if any. Advertiser agrees, at its own expense, to indemnify, defend and hold harmless Yahoo!, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including legal fees and costs on a full indemnity basis) incurred by Yahoo! in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of (i) publication of the advertisement; (ii) the Promotion and its publication thereof; and/or (iii) any Promotion, material, product or service of Advertiser to which users can link through the advertisement (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).

10. Provision of Advertising Materials. Advertiser will provide all materials (including key or search words in respect of search advertising) for the advertisement in accordance with Yahoo!'s policies in effect from time to time, including (without limitation) the manner of transmission to Yahoo! and the lead-time prior to publication of the advertisement. Yahoo! shall not be required to publish any advertisement that is not received in accordance with such policies and reserves the right to charge Advertiser, at the rate specified in the Insertion Order, for inventory held by Yahoo! pending receipt of acceptable materials from Advertiser which are past due. Advertiser hereby grants to Yahoo! and any Yahoo! entity required to distribute the advertisements as set out in the Insertion Order/Standard Terms, a non-exclusive, worldwide, fully paid license to use, reproduce and display the advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith.

11. Right to Reject Advertisement. All contents of advertisements are subject to Yahoo!'s approval. Yahoo! reserves the right to reject or cancel any advertisement, insertion order, URL link, space reservation, search result placement or position commitment, at any time, for any reason whatsoever (including belief by Yahoo! that placement of advertisement, URL link, etc., may subject Yahoo! to criminal or civil liability).

12. Cancellations. Except as otherwise provided in the Insertion Order, the Insertion Order is non-cancelable by Advertiser. Notwithstanding the generality of the foregoing, if payment is made via the Online Payment Service, refunds may be given only upon receipt by Yahoo! of a detailed written statement and supporting evidence, satisfactory to Yahoo!, that the payment in question was made as a result of fraud.

13. Construction. No conditions other than those set forth in the Insertion Order or these Standard Terms shall be binding on Yahoo! unless expressly agreed to in writing by Yahoo!. In the event of any inconsistency between the Insertion Order and the Standard Terms, the Standard Terms shall control.

14. Use of certain information. Yahoo! may share rate card data (including the cost of the advertisements spent by an Advertiser at the rate card rates) in respect of the Insertion Order/Standard Terms with certain selected third parties. Yahoo! will not share rate card data with such third parties if it receives a written notice of an Advertiser objecting to us doing so.

15. Miscellaneous. These Standard Terms, together with the Insertion Order, (i) shall be governed by and construed in accordance with, the laws of the Republic of Singapore, without giving effect to principles of conflicts of law; (ii) may be amended only by a written agreement executed by an authorized representative of each party; and (iii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. Advertiser shall make no public announcement regarding the existence or content of the Insertion Order without Yahoo!'s written approval, which may be withheld at Yahoo!'s sole discretion. Both parties consent to the jurisdiction of the courts of the Republic of Singapore with respect to any legal proceeding arising in connection with the Insertion Order/Standard Terms. EXCEPT AS EXPRESSLY PROVIDED IN THESE STANDARD TERMS, ALL SERVICES AND RELATED MATERIALS ARE PROVIDED TO YOU "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY, AND IN THIS REGARD ANY AND ALL WARRANTIES NOT EXPRESSLY STATED ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. Third Party Ad Serving. If Yahoo! has approved the (i) use by Advertiser of a third party ad server; or (ii) Advertiser serving its own advertisements (both referred to as "Third Party Server") in connection with this Insertion Order, the following provisions shall also apply:
(i) The Advertiser shall post each advertisement to a staging area and shall notify Yahoo! of such posting at least four (4) business days prior to the date on which Third Party Server is scheduled to serve such advertisement to a Yahoo! property. Such advertisement shall be reviewed by Yahoo! and must be approved in writing by Yahoo! before it can be served by Third Party Server. In accordance with Section 11, Yahoo! reserves the right to reject any advertisement or any element thereof, for any reason in its sole discretion.
(ii) The Advertiser shall post all scheduling changes, new target URLs, new HTML specifications, new graphics and all other new or revised advertisements ("Revisions") to a staging area and shall notify Yahoo! of such posting at least four (4) business days prior to the date Advertiser wishes such Revisions to take effect. Revisions shall not be implemented until approved by Yahoo! in writing, which approval shall be at Yahoo!'s sole discretion.
(iii) If Advertiser discovers that Advertiser or Third Party Server has served, or caused to be served, an advertisement to a Yahoo! property in violation of this Agreement, Advertiser must immediately provide notice to Yahoo! of the violation (along with a written explanation) and remove the advertisement from its placement or rotation on the Yahoo! properties. Nothing in this Section shall limit any of Yahoo!'s right or remedies in the event of such breach.
(iv) In the event Yahoo! exercises its right to cancel an advertisement in accordance with Section 11 hereof, Yahoo! shall notify Advertiser in writing. The Advertiser must cause the advertisement to be removed from the Yahoo! properties and from its advertising rotation no later than four (4) hours after written notification by Yahoo!.

16. Agency. (a) If an agency (appearing and named at the beginning of this Insertion Order) ("Agency") executes this Insertion Order for and on behalf of the Advertiser, the Agency hereby represents, warrants and undertakes that: (i) it has the power and authority to execute this Insertion Order for itself and as well as for and on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser’s accounts, and that by executing an Insertion Order, the Advertiser is also entering into the Insertion Order ; (ii) it shall make all the representations and warranties of the Advertiser under this Insertion Order/Standard Terms as if it were the Advertiser; and (iii) it will guarantee all the obligations of the Advertiser under this Insertion Order/Standard Terms as if it were the Advertiser. For the avoidance of doubt, nothing herein shall affect the obligations of the Advertiser under this Insertion Order/Standard Terms, which shall continue to bind the Advertiser, who shall be deemed to have duly executed this Insertion Order by its agent, the Agency. Upon our request, Agency will immediately deliver to us each agreement that designates Agency as the Advertiser’s agent and authorizes Agency to act on the Advertiser’s behalf in connection with the Insertion Order/Standard Terms. b. Payment Liability. Without limiting any other provisions of this Agreement, Agency and each Advertiser shall be jointly and severally liable for all payment obligations due pursuant to the Insertion Order/Standard Terms, and the Agency hereby waives any rights in law (as far as legally permitted) that may require us to proceed against one or more of you prior to proceeding against any others who may also be liable. Notwithstanding the foregoing, (i) Yahoo! will hold Agency liable for all payments due solely to the extent that Agency has received payment from such Advertiser; for sums not received by Representative, we will hold the Advertiser solely liable (“Sequential Liability”), and (ii) in the event Agency either breaches or allegedly breaches any representation or warranty made in this section, or fails to comply with Yahoo!’s request to confirm whether an Advertiser has paid to it in advance funds sufficient to make payments pursuant to an Insertion Order/Standard Terms, Agency shall be obligated to immediately pay all such amounts due us regardless of whether it has received payment from such Advertiser. You acknowledge that we may directly contact any Advertiser represented by Agency, including if we have not received payment for such Advertiser’s account within 60 days from the date of the applicable invoice.