Confidential SEARCH SERVICES AGREEMENT

1.

SERVICES

1.1

Sponsored Links. Subject to the terms and conditions of this Agreement. AOL shall enable Tl Sites to request, and AOL will ensure that the Third Party Provider provides, Matched Results for display as Sponsored Links in the Sponsored Links Search Results Area throughout the Term (and where TI is required to provide notice pursuant to this Agreement with respect to increase, elimination or suspension of the Matched Results and/or Additional Matched Results Tl will comply with such notice requirement)

1.2.

Web Offers. Subject to the terms and conditions of this Agreement, AOL shall enable Tl Sites to receive the Web Offers Links.

2.

IMPLEMENTATION, MECHANICS AND PROCESS.

2.1.

Sponsored Link Implementation. Subject to the terms of this Agreement, AOL shall make available to Tl and Tl Users the Sponsored Advertising Service as set forth herein, and subject to Section 2.3. TI shall use the protocol in Schedule 2.1 (on the terms set forth therein, including Preamble thereto) (the “Protocol”) to: (a) enable Tl Users who query the Tl Search Service (from TI Sites) to receive the results of those Queries (including the Sponsored Links) on the Search Results Area (i.e., within Tl Sites), (b) provide tag(s) within the request for Matched Results indicating the number of Matched Results requested and whether the Matched Results will be displayed on First Pages or Next Pages, and (c) subject to Tl’s rights under this Agreement, serve the Matched Results in the form of Sponsored Links in response to the TI User Queries.

2.1.1.

Sponsored Links Required Characteristics. Unless changed pursuant to Section 2.1.2 or otherwise changed by mutual agreement of the Parties during the Term, all Sponsored Links will include the characteristics set forth in this Section 2.1.1 (such characteristics, collectively, the “Sponsored Links Required Characteristics”): The Sponsored Links shall (i) include at least three (3) Matched Results above the Search Results Area on the First Pages of Tl Sites, and at least two (2) Matched Results on the Next Pages of Tl Sites (to the extent a sufficient number of Matched Results are delivered; if fewer than the number of Matched Results specified above are delivered, Tl shall serve the number of Matched Results delivered by the Third Party Provider, subject to Tl’s rights hereunder), (ii) be titled “Sponsored Links” unless otherwise agreed upon by the Parties in writing; (iii) at Tl’s option, include AOL-approved “mouse-overs” on the Sponsored Links on Tl Sites (i.e., text that appears when the mouse sits on top of such title); (iv) as soon as reasonably practicable after the Effective Date, include the following disclosure language (or substantially similar language as agreed upon by the AOL and Tl) in relation to the group of Sponsored Links: “These listings are brought to you by a third party and are not necessarily endorsed by Tl” (in a font size similar to any other similar disclaimers on the same page or in accordance with each individual Tl Site’s generally applicable disclaimer policies); and (v) appear materially similar to the mock-ups attached hereto as Exhibit F, or as otherwise mutually agreed. With respect to subpart (i) above: (x) the Parties expressly agree that Tl shall have the right to implement certain Additional Matched Results in compliance with Exhibit D hereto, as further referenced in Section 9 below; and (y) in situations where Tl faces risk of imminent harm (e.g., including without limitation, in the event of a virus transmission, ongoing misuse of user data, or any Sponsored Link Excess Slippage (defined below)) which is material, Tl may eliminate or suspend the display of the Matched Results and shall only be required to deliver written notice (with email being sufficient) reasonably promptly following the elimination or suspension of Matched Results.

2.1.2.

Redesigns. Notwithstanding anything to the contrary herein, Tl expressly reserves the right to redesign or modify the organization, structure, “look and feel,” navigation and other elements of any part or all of each individual Tl Site, but excluding the text or Content of the Matched Results as provided by the Third Party Provider through AOL (“Redesigns”) at any time without notice to or consent from AOL, provided, however, if a Redesign to the Search Results Area causes the click-through rate (“CTR”) for Sponsored Links to decline by an average of twelve percent (12%) during the fifteen (15) days following the Redesign (versus the average during the thirty (30) days preceding the Redesign), AOL shall, at any time after such Redesign, notify Tl in writing of such decline (with e-mail being sufficient) and the Parties shall meet within three (3) business days of such notice to determine whether the decline in CTR was caused by the Redesign and if so, then to work together in good faith to agree on how to restore the CTR, as applicable, to the level that existed prior to the Redesign. If the Parties are unable to agree on how to restore the CTR, as applicable, to the level that existed prior to the Redesign then the Parties shall escalate such matter for further discussion to the Management Contacts identified in Section 1 of Exhibit E.

2.1.3

General Mechanics. This Section describes the general processes by which Tl will submit Queries to AOL and requests for Matched Results for display as Sponsored Links, and the Third Party Provider, through AOL, will deliver Matched Results to Tl, in accordance with the terms of this Agreement. Subject to Section 2.4. when TI Users initiate a search on the Tl Search Service (whether through a Query or from a link within a category or sub-category or otherwise) then Tl will deliver the Search Term (if the search is initiated from a link within a category, then Tl will deliver the corresponding Search Term) to the Third Party Provider (subject to Tl’s rights to decline to send a particular Search Term pursuant to Section 2.8) and a request for Matched Results. The Third Party Provider shall receive and process the Search Term, including selecting Matched Results that satisfy the Search Term and this Agreement (e.g., including without limitation the filtering requirements of Section 2.7). The Third Party Provider then shall deliver to Tl, via a means and format agreed upon by AOL and Tl, an XML data feed that includes up to the specified number of Matched Results set forth in Section 2.1.1 above or a “no result” notice. TI shall parse the data feed as appropriate and display all the provided Matched Results (again

subject to its rights to decline pursuant to Section 2.8 and subject to not receiving more than the number of Matched Results as set forth in Section 2.1.1) as Sponsored Links. All Sponsored Links shall contain mutually agreed Linking Mechanisms. The Sponsored Links shall be the highest-ranked qualifying Matched Results provided by the Third Party Provider (subject to the applicable filtering and blocking rules), provided, however, that the Parties may mutually agree otherwise with respect to the Next Pages.

2.2.

Web Offers Links.

2.2.1.

Web Offers Links Required Characteristics. Unless changed pursuant to Section 2.1.2 or otherwise changed by mutual agreement of the Parties during the Term, all Web Offers Links will include the characteristics set forth in this Section 2.2.1 (such characteristics, collectively, the “Web Offer Required Characteristics”): Tl shall include the Web Offers Links above the Search Results Area on the First Pages of Tl Sites. Tl will only be required to display such number of Web Offers Links that can be displayed within two (2) lines of text. In situations where TI faces risk of imminent harm (e.g., including without limitation, in the event of a virus transmission, ongoing misuse of Tl User data, or any Sponsored Link Excess Slippage (defined below)) which is material, Tl may eliminate or suspend the display of Web Offers Links and shall only be required to deliver written notice (with email being sufficient) promptly following the elimination or suspension of any Web Offers Links. Notwithstanding anything contained in this Agreement the Parties acknowledge that the Web Offers Links will not necessarily be active on the Tl Sites immediately upon the Effective Date and agree that Tl will activate the Web Offers Links on the Tl Sites as soon as reasonably practicable after the Effective Date; provided, however, that Tl shall activate the Web Offers Links on the Tl Sites no later than October 30, 2007, unless prevented from doing so by reasons beyond Tl’s sole control.

2.2.2.

General Mechanics. When Tl Users initiate a search on the Tl Search Service (whether through a Query or from a link within a category or sub-category or otherwise) then subject to Section 2.4, Tl will deliver the Search Term (if the search is initiated from a link within a category, then Tl will deliver the corresponding Search Term) to AOL (subject to Tl’s rights to decline to send a particular Search Term pursuant to Section 2.8) and a request for Web Offers Links. AOL shall receive and process the Search Term, including selecting Web Offers Links that satisfy the Search Term and this Agreement (e.g., including without limitation the filtering requirements of Section 2.7). AOL then shall deliver to TI, via a means and format agreed upon by AOL and Tl, an XML data feed that includes no more than the number of Web Offers Links that can be displayed within two (2) lines of text as set forth in Section 2.2.1 above. Tl shall parse the XML data feed as appropriate and display all the provided Web Offers Links (again subject to its rights to decline pursuant to Section 2.8). The Web Offers Links will direct Tl Users to the Web Offers Landing Page, which will reside in a TI template for each Tl Site, as agreed upon by the Parties.

2.3.

Vertical Searches. Notwithstanding anything to the contrary herein, including, without limitation, the terms of Sections 2.1, 2.1.3 and 2.2.1, Tl may, but shall not be obligated to, implement the Sponsored Advertising Service, including Sponsored Links or Web Offers Links, with Vertical Searches (e.g., Tl could implement a Vertical Search in the travel category on a Tl Site and not display Sponsored Links on the page that displays the results of the travel queries which results are provided by a third party). If, however, Tl elects to implement the Sponsored Advertising Service, including Sponsored Links or Web Offers Links, with Vertical Searches pursuant to this Section 2.3, Tl may not use any other paid search results within those Vertical Searches while using the Sponsored Advertising Service (including Sponsored Links or Web Offers Links). In addition, if TI implements Vertical Searches on a Tl Site using the same search box as it uses for Site Search, it will make Site Search the default search service in such search box on all Tl Site pages where such search box appears. For example, Tl may not categorize a query in the search box for Site Search on the pages of the Tl Sites as “travel” and send such searches to Tl’s travel vertical experience, but TI may, however, use Vertical Searches on the same search box that it uses for Site Search if such Vertical Search is not the default search and is accessed by some means such as being triggered by a Tl User toggling over to a vertical tab (like “Shopping” or “Travel”) on the

main search box.

2.4.

Speed of Matched Results. Notwithstanding anything to the contrary herein, AOL will ensure that every Matched Result is fully queried, matched, processed, and delivered and received by Tl (including a complete http response, with a complete Matched Results Set result or a “no hit” set result served in XML format) (collectively, “Fully Processed and Served”) in less than one (1) second from the time the initial query is delivered to AOL or the Third Party Provider, as applicable, from Tl (i.e., the Tl server) (the “Maximum Delivery Time”). In the event that the Third Party Provider fails to Fully Process and Serve any individual Matched Result within the Maximum Delivery Time (“Timing Out”), then in addition to any other remedies available to Tl, Tl shall not be obligated to display any such individual Matched Results that take longer than the Maximum Delivery Time to be Fully Processed and Served (e.g., Tl may elect to “time out” or filter such Matched Results from the Sponsored Links).

2.5.

Branding. Notwithstanding anything to the contrary, TI shall not be obligated to display any branding of AOL or the Third Party Provider in connection with this Agreement. Notwithstanding the previous sentence, AOL hereby grants to TI the right to use the branding of the Third Party Provider on Tl Sites as mutually agreed by the Parties.

2.6.

Ownership. Subject to AOL and the Third Party Provider’s rights in the Sponsored Advertising Service and the Advertising Results (as applicable), and subject further to the rights of any of Advertisers in their advertisements, trademarks, and websites, TI owns and (as between AOL and Tl) shall operate the Tl Search Service, and Tl owns all right, title and interest in and to Tl Sites and all advertising and promotional spaces therein (including, without limitation, the pages on which the Advertising Results appear via the Sponsored Links as set forth herein), including all frames and other tools or navigation associated therewith.

2.7.

Sponsored Links Promotional Limitations.

(a)

First Level Filter. AOL shall implement a list for each of the Tl Sites of URLs and Search Terms that when queried, are more likely than not to produce search results that: (a) are pornographic, or that link to sites offering pornography; (b) would obviously link to a website that offers for sale an illegal substance, product or service; (c) are contrary to Tl’s written advertiser policy(ies); (d) Tl is prohibited from displaying within a service such as the Sponsored Links, because of a pre-existing (as of the Effective Date) agreement between Tl and a third party; or (e) are subject to the Second Level Filter (as defined in Section 2.7(b)) below, including any updates thereto as permitted under Section 2.7(c) below, in order to prevent such results during periods during which such updates are being implemented or generally to limit Second Level Failure (collectively, the “Sponsored Link First Level Filter”) (clauses (a) through (e) above, the “Sponsored Link First Level Filter Rules”). The Parties hereby agree that the Sponsored Link First Level Filter for Tl Sites shall initially include the URLs and Search Terms from AOL’s current filters with the Third Party Provider, as provided to Tl in writing prior to the execution of this Agreement and as amended and updated by AOL during the Term (and provided to Tl in writing, with email being sufficient). Tl may update the Sponsored Link First Level Filter at any time during the Term (as provided in Section 2.7(c) below. AOL shall use commercially reasonable efforts not to provide, or have the Third Party Provider provide, any Matched Results for the Search Terms or URLs included in the Sponsored Link First Level Filter; provided that the existence of a Matched Result that should have been excluded by the Sponsored Link First Level Filter (“Sponsored Link First Level Failure”) will not be deemed a breach of the Agreement. Instead, AOL shall remedy the Sponsored Link First Level Failure as set forth in Section 2.8. The lists referenced in this Section 2.7(a) above will be specific to Tl Sites and may be customized for each individual Tl Site.

(b)

Second Level Filter. AOL shall use commercially reasonable efforts to, and Tl shall assist AOL to, create (i) a filter that includes Search Terms (which shall be deemed to include reasonably likely misspellings), Prohibited Entities and URLs (which shall be deemed to include reasonably applicable sub-URLs) for Prohibited Entities (“Prohibited Entities” shall mean those companies

described on the Prohibited Entities List (defined below)) and (ii) processes, including editorial review and post-incident instructions for removal of slippage, as applicable (as described below), to exclude the following from the Matched Results:    Matched Results that (a) are contrary to certain applicable standard advertiser policies (as delivered to AOL in writing, which writing may be in the form of an email) which are selected by Tl from Tl’s generally applicable standard advertiser policies for Tl Sites (as such selections may be updated by Tl from time to time); (b) link to a portion of a Prohibited Entity’s website on which is described or offered any product or service that Tl or any Tl Site Affiliate markets as part of one of its core businesses; or (c) promote, market, offer or distribute products or services which Tl identifies to AOL in writing (which writing may be in the form of an email) that Tl does not desire to display or distribute (for any reason as determined by Tl in its sole discretion) (collectively, the “Sponsored Link Second Level Filter”) (clauses (a), (b) and (c) above, the “Sponsored Link Second Level Filter Rules” and, together with the Sponsored Link First Level Filter Rules, the “Sponsored Link Filter Rules”). The initial list of Prohibited Entities and prohibited products and services for each individual Tl Site is attached hereto as Schedule 1 (the “Prohibited Entities List”), which such list may be updated upon mutual agreement between AOL and Tl and shall in any case be deemed to include reasonable variations, misspellings and singulars and plurals thereof. Through the Sponsored Link Second Level Filter, AOL is responsible for implementing Tl’s filtering rules that might be context dependent or subject to interpretation. For example, if the Search Term within the Sponsored Link Second Level Filter is “guns” and Tl’s policy forbids (or Tl does not desire to display or distribute) the sale of guns but permits (or otherwise does not object to) Content related to gun control or gun safety, then AOL would ensure that the the Matched Results exclude links to Advertiser Websites selling guns, but would be permitted (but not required) to provide links to Advertiser Websites containing Content about gun control issues. The Parties hereby acknowledge that Tl has provided the Search Terms and Prohibited Entities that are initially included in the Sponsored Link Second Level Filter as of the Effective Date; thereafter Tl may update the Sponsored Link Second Level Filter as set forth in Section 2.7(c) below. AOL shall exclude from Matched Results any items covered by the Sponsored Link Second Level Filter; provided that the existence of a Matched Result that should have been excluded by the Sponsored Link Second Level Filter (“Sponsored Link Second Level Failure”) will not be deemed a breach of the Agreement. Instead, AOL shall remedy the Sponsored Link Second Level Failure as set forth in Section 2.8.

(c)

Updates to First Level Filter and Second Level Filter. Tl may update the Sponsored Link First Level Filter and/or the Sponsored Link Second Level Filter and/or the Sponsored Link Second Level Filter Rules (including the Prohibited Entities List, upon mutual agreement with AOL, which will not be unreasonably withheld or delayed) at any time by providing written notice (which written notice may be in the form of email) to AOL of the Search Term, the URLs, standard advertiser policy, or the entity that should be included, and, for a Search Term, whether that Search Term should be included on the Sponsored Link First Level Filter or on the Sponsored Link Second Level Filter. Any updates must be consistent with the definitions and restrictions and rights (in the Sponsored Link First Level Filter Rules and Sponsored Link Second Level Filter Rules, as applicable) above, but may also include Search Terms, URLs, entities or policies that Tl reasonably and in good faith believes are necessary for inclusion to prevent (a) exposure of Tl to liability or (b) adverse effects to Tl, Tl Sites, or the Tl User experience (including, without limitation, to brand and/or editorial independence or integrity). For updates to the Sponsored Link First Level Filter, AOL shall implement such updates, as soon as practicable, but in any event within two (2) Business Days from delivery of such written notice. For updates to the Tl standard advertising policies subject to the Sponsored Link Second Level Filter or for products or services subject to Section 2.7(b)(ii)(c), AOL shall implement such updates as soon as practicable, but in any event within six (6) Business Days from delivery of such written notice (unless such updating requires the manual review of a material portion of the Third Party Provider’s database of existing advertisements, in which case AOL shall implement such updates as soon as practicable, but in any event within a period of time not to exceed twenty-one (21) Business Days).

(d)

Relevance. All Advertising Results shall be Relevant to the applicable Search Term. If Tl reasonably believes that a particular Matched Result is not Relevant, then in addition to Tl’s other rights under this Agreement, Tl shall have the rights in Section 2.8(a) to block, and may inform AOL, in which case AOL shall consider that Matched Result not to be Relevant, and shall exclude it as a Matched Result within the time set forth in Section 2.8.

2.8.

Rights and Remedies in the Event of Sponsored Links Promotional Problems

(a)

Tl Right to Block. Notwithstanding any notice requirements elsewhere in this Agreement, Tl has the right, but not the obligation, to do any of the following: (a) decline to send a Query to AOL or the Third Party Provider (as applicable) that reasonably would produce an Excluded Result because the Search Term is on the Sponsored Link First Level Filter or Sponsored Link Second Level Filter, (b) filter the proposed Matched Results to remove, or decline to serve and display as part of the Sponsored Links those Matched Results that Tl reasonably believes are Excluded Results pursuant to the Sponsored Link First Level Filter or Sponsored Link Second Level Filter, or (c) filter the Matched Results to remove, or decline to serve and display as part of the Sponsored Links those Matched Results that Tl reasonably believes are not Relevant. In the event that Tl notifies AOL in writing (which writing may be in the form of an email) of a blocked Search Term or Search Result, such notice shall constitute a request to update the Sponsored Link First Level Filter or the Sponsored Link Second Level Filter, for which AOL shall take action pursuant to Section 2.7(c).

(b)

Slippage. The Parties acknowledge and agree that there will be minor occasions where Matched Results are not filtered out in accordance with Section 2.7 despite the commercially reasonable efforts of AOL and Third Party Provider (“Sponsored Link Slippage”), and in such event, the Parties will cooperate to remedy the situation as quickly as possible in a mutually agreed manner. Any immaterial and occasional Sponsored Link Slippage alone will not be deemed a material breach hereof; provided that AOL remedies such problems promptly; and provided further that TI shall retain its rights to block as set forth in Section 2.8(a) above. If Tl determines that, in its reasonable judgment, the Matched Results include Excluded Results, whether or not such Sponsored Link Slippage is material, then Tl may provide written notice to AOL (which written notice may be in the form of email). The notice must describe the Search Term, prohibited entity, or Advertiser Website affected, and the basis of the determination that it is an Excluded Result AOL shall then remedy the problem by ceasing to provide, or having the Third Party Provider cease to provide, them as part of the Matched Results, and in any event within three (3) Business Days from delivery of such written notice for Search Terms on the Sponsored Link First Level Filter, and seven (7) Business Days from delivery of such written notice for the Second Level Filter. In the event that the quantity or frequency of Slippage is becoming more than minor in scope or amount (including due to repetitive problems) (“Sponsored Link Excess Slippage”), Tl shall provide written notice thereof to AOL at any time. In the event that Tl notifies AOL of Sponsored Link Excess Slippage, senior account services representatives, or such other personnel as may reasonably be expected to be necessary to remedy the situation, from each Party, will work together in good faith for the five (5) day period commencing on the date of such notice. If AOL is unable to cure such Sponsored Link Excess Slippage within such five (5) day period, then Tl shall notify AOL in writing of such failure and, notwithstanding anything to the contrary, the Sponsored Link Slippage which is subject to such notice may constitute a material breach hereof, in which case such notice shall constitute Tl’s notice to AOL with respect to such material breach (and shall be deemed retroactive to the commencement of such five (5) day period).

2.9

No Syndication. Tl will not resell, assign, transfer or syndicate the Sponsored Advertising Service or the Web Offers Links onto any third party or other product, property or service other than the Tl Sites.

2.10

Additional Tl Implementation Requests. Notwithstanding anything to the contrary in this Agreement, any additional requests from Tl for implementing the Sponsored Advertising Service or the Web Offers

Links on the TI Sites (e.g., additional functionality around site specific searches) during the Term that are not contemplated by this Agreement shall be discussed in good faith and if agreed by the Parties, shall be set forth in a written amendment to this Agreement, which may provide, among other things. AOL’s timing and cost estimate for any such new request(s).

2.11

Tl Data. As between AOL and Tl, AOL acknowledges and agrees that TI own(s) all right, title and interest in and to the data generated on or by use of the Tl Sites, including without limitation (and as applicable) the following: all Tl Sites User personal identification and site behavioral data; Tl Sites User demographic and psychographic data; Tl Sites User input data, preferences and Queries; Tl Sites User advertising and search result click-through data; and any information derived therefrom, in each case including without limitation any and all Intellectual Property Rights therein (together, the “Service Data”), and that neither AOL nor the Third Party Provider shall acquire any right, title, or interest therein or thereto. Notwithstanding the foregoing, to the extent any of the Service Data include any Search Results, the portion of such Service Data which is Search Results (and only such data) is and shall remain the sole property of AOL, subject to the rights granted to Tl pursuant to this Agreement. AOL and the Third Party Provider may use the Search Results and search result click-through data to improve AOL’s and Third Party Provider’s search algorithms so long as such data (a) is aggregated with other data from services operated by AOL or the Third Party Provider, (b) is not specifically identified as having been obtained from Tl, any Tl Sites User and (c) is not used to target or to create a profile of any Tl Sites Users; or (iii) for other purposes with the prior written consent of Tl in its sole discretion. The Parties acknowledge that each Party intends that no personally identifiable information shall be collected by AOL or the Third Party Provider or conveyed by Tl to AOL or the Third Party Provider. Both Parties further acknowledge that data regarding any user could be obtained by either Party through activities unrelated to this Agreement, and that any such data regarding users that is gathered through activities unrelated to this Agreement shall not be covered by this Agreement.

3.

OPERATIONS AND TECHNOLOGY; PROCESSES; QUARTERLY PERFORMANCE REVIEWS.

3.1.

Hosting, Serving & Technology.

3.1.1

AOL shall ensure that the Third Party Provider shall serve all Advertising Results (e.g., as set forth with respect to delivery of results in Section 2.1.3 above) and, subject to the technical specifications and processes on Exhibit C, shall serve the XML feed of the Matched Results (e.g., as set forth with respect to the Third Party Provider’s delivery of results in Section 2.2 above). No third party, except for the Third Party Provider, shall be permitted to serve the Matched Results without Tl’s express written consent.

3.1.2

To the extent that Tl requests Matched Results for display as Sponsored Links, it shall do so using the XML feed referred to in Section 3.1.1 above in accordance with the terms of this Agreement.

3.2.

Operating Standards. Tl reserves the right to review and test (as set forth in this Section 3.2 and in Exhibit C) the Matched Results as served into the Sponsored Links from time to time to ensure that such links and service remain compatible with the Tl Sites host software, and the other applicable portions of Tl Sites. AOL shall ensure that the Sponsored Advertising Service and Sponsored Links comply at all times with the standards set forth in Exhibit C attached hereto and made a part hereof.

3.3.

Advertising Terms and Conditions. AOL shall have, and shall ensure that Third Party Provider has, in place with each of its advertisers a set of written, standard, generally applicable advertising terms and conditions that may be negotiated with each of AOL’s and Third Party Provider’s Advertisers from time to time (the “Advertising Terms”). Notwithstanding any negotiation of such Advertising Terms, neither the Advertising Terms (e.g., in standard form or as may be negotiated) nor any other statement or representation of AOL or Third Party Provider shall provide or reasonably imply (at any time) that: (a) any Advertiser is guaranteed placement on Tl Sites; or (b) AOL’s or Third Party Providers relationship with the Advertiser gives rise to any relationship between the Advertiser and Tl (the “Prohibited Advertising

Terms”). AOL shall ensure that the restrictions herein shall apply to all Advertisers. Nothing in the preceding two (2) sentences shall be construed to prevent any Advertiser from declining to participate in syndication of its advertisements on Tl Sites.

3.4.

Quarterly Performance Reviews. During each quarter of the Term (i.e., every three (3) months), AOL shall be entitled to conduct an overall review of the pages of each of the individual Tl Sites where the Sponsored Links and/or Web Offers Links appear (a “Quarterly Performance Review”). If, during the Quarterly Performance Review, AOL finds that the average monthly Net Revenue for the Sponsored Links and Web Offers Links during the months covered by such Quarterly Performance Review for a particular Tl Site(s) are at or below the lesser of (i) the monthly average of the Revenue Threshold for the Term (e.g., for ▇▇▇▇▇▇▇▇.▇▇▇ - $124,502.36 ($4,482,085 / 36)) and (ii) AOL’s revenue projections, then AOL shall notify Tl in writing (with e-mail being sufficient) and set up a meeting with Tl within (1) one week to discuss possible changes to the pages of the particular Tl Site(s) where the Sponsored Links and/or Web Offers Links appear in order to optimize revenue for such pages. If the Parties are unable to agree on changes to the pages of such TI Site(s) where the Sponsored Links and/or Web Offers Links appear in order to optimize revenue for such pages then the Parties shall escalate such matter for further discussion to the Management Committee identified in Section 1 of Exhibit E.

4.

EXCLUSIVITY OBLIGATIONS.

4.1

Search-Based Sponsored Text Links Exclusivity.

(a)

So long as this Agreement is in effect with respect to a particular Tl Site(s), with respect to such Tl Site(s), AOL will be Tl’s exclusive third party provider for any Use of Search-Based Sponsored Text Links, including with respect to the Licensing thereof.

(b)

For the avoidance of doubt, under the foregoing exclusivity, Tl may not Use on Tl Sites any third party service that includes all the Attributes set forth in the definition of Search-Based Sponsored Text Links (taking into account the exceptions listed in the applicable definition), even if that third party service also includes additional features or functions unrelated to such Attributes. For example, if a third party service includes all of the Attributes set forth in the definition of Search-Based Sponsored Text Links, but also includes a spell checker, then Tl may not Use such Search-Based Sponsored Text Links, but may Use the spell checker from the third party service.

(c)

The exclusivity as set forth in this Section 4.1 will not apply to any Vertical Searches.

(d)

Under this Section 4.1. in addition to the foregoing, TI is also prohibited from redirecting Queries related to the Site Search on Tl Sites from Tl Sites to a page other than a page on the Tl Sites where the Search Results are displayed. For the avoidance of doubt, it is not considered to be redirecting Site Search Queries for the purpose of this paragraph if a user clicks on URL links that are delivered as Search Results

5.

ECONOMICS.

5.1.

Minimum Revenue Guarantee. Subject to Section 5.2 below, during the Term AOL will pay Tl a minimum revenue guarantee for each of the Tl Sites as set forth in Exhibit B-2 for each individual Tl Site (the “Minimum Revenue Guarantee”). The Minimum Revenue Guarantee shall be payable by AOL to Tl for each of the Tl Sites on a monthly basis, in equal installments, based on the annual Minimum Revenue Guarantee for each Tl Site (as set forth in Exhibit B-2) on the 1st day of each applicable month during the Term.

5.2.

Performance Revenue. At any point during the Term, when the cumulative Net Revenue recognized by AOL for an individual Tl Site during the Term exceeds the Revenue Threshold, AOL’s next monthly payment to Tl for the applicable TI Site will include all remaining monthly Minimum Revenue Guarantee

payments plus eighty-five percent (85%) of the Net Revenue recognized for the applicable Tl Site in excess of the Revenue Threshold. During the remaining months of the Term, AOL will pay Tl eighty-five percent (85%) of the Net Revenue recognized by AOL for the applicable Tl Site (the “Threshold Revenue Share”). As used herein, “Revenue Threshold” shall mean the total Minimum Revenue Guarantee payments to the individual Tl Site (as set forth in Exhibit B-2) divided by the Threshold Revenue Share (e.g., for ▇▇▇▇▇▇▇▇.▇▇▇ – $4,482,084 ($3,809,772 / 0.85)). As used herein, “Net Revenue” shall equal revenue recognized by AOL from the Third Party Provider or Advertisers, as applicable, for the Advertising Results delivered to each Tl Site during the Term. AOL shall pay Tl the Threshold Revenue Share for each Tl Site, as described in this Section 5.2, on a monthly basis within thirty (30) days following the end of each applicable calendar month in which such amounts were recognized.

5.3.

Wired Payments; Payment Contact. All payments required hereunder shall be paid in immediately available, non-refundable (except as expressly set forth in this Agreement) U.S. funds, which shall be either (a) wired to LaSalle Bank, Chicago, Illinois; ABA #▇▇▇▇▇▇▇▇▇; Swift Address: ▇▇▇▇▇▇▇▇ (for international wires only); Account #: 580039037; Account Name: Time Inc Misc., or (b) transferred in another manner as agreed upon by the Parties. In the event of any questions regarding a payment made (or expected to be made) by AOL to Tl, Tl may contact ▇▇▇▇▇▇▇ ▇▇▇▇▇ at ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇▇ and/or (▇▇▇) ▇▇▇-▇▇▇▇.

5.4.

Taxes. As between AOL and Tl, AOL will pay any and all U.S. local, state, and national taxes (including, sales, use, personal property and excise taxes, customs fees, VAT, GST, and other Internet taxes), duties, levies, and assessments, however described or calculated (excluding taxes based on Tl’s net income) that apply to this Agreement (collectively, “Taxes”).

5.5

Reports and Auditing.

(a)

For each individual Tl Site and for all TI Sites in the aggregate, AOL shall provide Tl written reports in a mutually agreed format setting forth, for both Sponsored Links and Web Offers Links, regular (at least monthly) (i) performance data, (ii) revenue data, and (iii) any other mutually agreed upon data, which shall be the equivalent to the reporting tools utilized by AOL for the management of the AOL search business (the “Reports”). Tl shall be entitled to use the Reports in its business operations and to disclose information derived from the Reports in an aggregate form (e.g., combined with other Tl sales information and in a manner that prevents individual identification of Advertisers or information). In addition, AOL shall use commercially reasonable efforts to provide Tl (starting on November 30, 2007) with a report within thirty (30) days of the end of each quarter of the Term that lists the Search Terms that have been searched on the each individual Tl Site and all Tl sites in the aggregate during the previous quarter and the frequency with which each such Search Term was input.

(b)

Notwithstanding any other provision on reporting in this Agreement, Queries for each individual Tl Site and all Tl Sites in the aggregate shall be reported on a calendar monthly basis by AOL to TI based on AOL’s reporting (a “Monthly Query Report”). The number of Queries deemed delivered under this Agreement shall equal the number of Queries reported by AOL. If Tl disputes the number of Queries reported by AOL, then within thirty (30) days of Tl’s receipt of the applicable Monthly Query Report Tl shall notify AOL of such dispute in writing (with email being sufficient) and the Parties shall meet within three (3) Business Days of such notice to work together in good faith to resolve such dispute. If the Parties are unable to agree on how to resolve any such dispute then the Parties shall escalate such dispute to the Management Contacts pursuant to Section 1 of Exhibit E.

(c)

AOL (and Tl, as applicable and to the extent Tl maintains any such records in the ordinary course of its business) shall maintain, and AOL shall ensure that the Third Party Provider maintains, complete, clear and accurate records relating to the obligations hereunder (including summary logs used to calculate and track Queries), and compliance with this Agreement (“Records”). All such Records shall be maintained for a minimum of ninety (90) days following termination or

expiration of this Agreement, except for Tl’s tape logs of Queries, each of which shall be maintained for one (1) year from the date a Query is generated.

(d)

For the purpose of determining, in the event of a dispute, the accuracy of Queries, UAs, UA spam, Queries Spam, and other elements of the Reports provided by AOL, TI shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Metric Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL’s Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per year (and only with respect to a previously unaudited period) and shall be at TI’s expense; provided, however, that if such inspection reveals any inaccuracy in any report of more than ten percent (10%) of the disputed item or any, AOL shall reimburse TI for the reasonable fees charged by the Metric Auditor.

(e)

For the purpose of determining, in the event of a dispute, AOL’s compliance with any of its payment obligations under this Agreement and upon AOL’s payment of the Threshold Revenue Share. TI shall have the right to direct a mutually agreeable independent third party auditor, which auditor must be a nationally recognized auditing firm (a “Payment Auditor”), subject to confidentiality restrictions consistent with those set forth in this Agreement (and any additional confidentiality restrictions as mutually agreed), to conduct reasonable and necessary copying and inspection of AOL Records and records of the Third Party Provider. Any such audit may be conducted after twenty (20) Business Days prior written notice, during normal business hours, no more frequently than once per Year (and only with respect to previously unaudited period and no more than once per year), and shall be at TI’s expense; provided, however, that if an inspection reveals any inaccuracy in any report of more than ten percent (10%) of any disputed item, (i) AOL shall promptly pay all amounts due under the Agreement as revealed by the audit and reimburse TI for the reasonable fees charged by the Payment Auditor, and (ii) TI shall thereafter have the additional right to conduct an audit pursuant to this subpart (e) once per the applicable Year only with respect to the remainder of the Year in which such reporting inaccuracy occurs. For the avoidance of doubt, at the beginning of each Year, the frequency of TI’s audits shall be set at once per Year subject to this subpart (e).

6.

TERM; MAKE GOOD; TERMINATION; SUSPENSION.

6.1.

Term. This Agreement will commence on the Effective Date and shall expire on 11:59 p.m. (EST) on the date that is three (3) years after the last day of the calendar month in which the Effective Date occurs, unless extended pursuant to Section 6.2 below or terminated earlier as provided for in this Agreement (the “Term”). The Parties acknowledge and agree that the services under this Agreement for each individual TI Site shall commence on the dates noted on Exhibit G (the “TI Sites Services Launch Dates”). Notwithstanding anything contained in this Agreement, for the time period starting on each individual TI Site Services Launch Date through and including August 31, 2007 AOL shall pay TI the Revenue Threshold Share; and, thereafter, the provisions of Sections 5.1 and 5.2 shall apply. The intent of the foregoing is to provide that the “Term” as used in Sections 3.4, 5.1, 5.2, 6.2 and 6.9 of this Agreement shall mean September 1, 2007 through and including August 31, 2010. Notwithstanding anything to the contrary in this Section 6.1, if any TI Site(s) set forth in Exhibit G have not launched by September 1, 2007 due solely to the fault of TI, the Term with respect to such TI Site(s) only shall commence on the day such TI Site(s) launch and shall expire on 11:59 pm (EST) on the date that is three (3) years after the last day of the calendar month in which such TI Site(s) have launched.

6.2.

If, at the end of the Term with respect to an individual TI Site, the Queries are less than the Queries Target, then, as AOL’s sole and exclusive remedy, the Term of this Agreement for the applicable TI Site shall automatically extend until the earlier of: (a) the last day of an additional six (6) month period; or (b) the end of the month in which cumulative number of Queries equals or exceeds the Queries Target for

the applicable TI Site (the “Make Good Term”). During any Make Good Term for an applicable TI Site, AOL shall retain one hundred percent (100%) of all Net Revenues until cumulative Net Revenue exceeds the Revenue Threshold for the applicable TI Site, and TI shall not be entitled to receive any portion of such revenues, provided however, if the cumulative number of Queries equal the Queries Target for the applicable TI Site prior to the end of the month that the Make Good Term expires, AOL shall pay to TI the Revenue Threshold Share for such excess Queries during the remainder of such month. Once the cumulative Net Revenue for an applicable TI Site equals the Revenue Threshold, AOL will pay TI the Threshold Revenue Share (i.e., eighty-five percent (85%) of the Net Revenue recognized by AOL) for the remainder of the Make Good Term

6.3.

Termination for Breach. Either Party may terminate this Agreement at any time in the event of a material breach of the Agreement by the other Party which remains uncured after thirty (30) days written notice thereof to the other Party; provided that, if the breaching Party is diligently working to effect a cure and requires more than thirty (30) days, then the cure period shall be extended for as long as reasonably necessary to effect the cure, but in no event more than thirty (30) additional days; provided further, that the cure period with respect to any payment shall be twenty (20) days from the date on which such payment is due as provided for herein without any extension of such cure period (“Payment Cure Period”).

6.4.

Termination for Bankruptcy/Insolvency. Either Party may terminate this Agreement immediately following written notice to the other Party if the other Party (i) ceases to do business in the normal course, (ii) is declared insolvent or bankrupt by a court of competent jurisdiction, (iii) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days or (iv) makes an assignment for the benefit of creditors.

6.5.

Termination on Change of Affiliate Status of TI. In the event that during the Term TI ceases to be an Affiliate of Time Warner Inc., AOL may terminate this Agreement by providing thirty (30) days written notice.

6.6.

Suspension of Services. In the event that the Sponsored Advertising Service is suspended by the Third Party Provider and not generally available to AOL, AOL shall have the right to suspend TI’s use of such service, until it is again made generally available to AOL. If the Sponsored Advertising Service is suspended by the Third Party Provider and not generally available to AOL beyond twenty (20) days, TI may terminate this Agreement upon written notice to AOL. In addition, (a) if AOL suspends the Sponsored Advertising Service pursuant to this Section, AOL shall continue to pay to TI the greater of the pro-rated Minimum Revenue Guarantee (as applicable for each individual TI Site) or the pro-rated amount of Revenue Threshold Share paid to TI (as applicable for each TI Site) during the preceding month (as applicable) for such time period, provided, however, that if TI terminates this Agreement pursuant to this Section 6.6 AOL shall only be obligated to pay TI the greater of the Minimum Revenue Guarantee or the Threshold Revenue Share paid to TI for each individual TI Site during the preceding month through the effective date of such termination, and (b) during the period of suspension, TI shall receive credit towards the Query Target for each individual TI Site as follows: the number of Queries delivered by TI during each day of any suspension period shall be deemed to equal the daily average number of Queries delivered by TI for the three (3) months preceding such suspension period.

6.7.

Termination of the IMA. In the event that during the Term the IMA is terminated (by either AOL or the Third Party Provider), AOL may terminate this Agreement upon thirty (30) days prior written notice, provided that: (a) TI shall be entitled to retain all amounts previously paid and amounts due and owing through the effective date of such termination, and (b) AOL shall only be obligated to pay TI (i) the Minimum Revenue Guarantee or (ii) the actual Threshold Revenue Share, as applicable for each individual TI Site, or (iii) if there is no revenue for all, or a portion of, this thirty (30) day period because service has been suspended and if cumulative Net revenue recognized by AOL through such date exceeds the Revenue Threshold, as applicable for each individual TI Site, AOL will pay TI the pro-rated amount of the Revenue Threshold Share paid to TI during the preceding month, as applicable for each individual TI Site, through the effective date of such termination. If, however, AOL is able to offer a

replacement search provider, which is acceptable to Tl (as determined in Tl’s sole discretion), within thirty (30) days after giving notice to terminate this Agreement pursuant to this Section 6.7, then (i) AOL shall continue pay TI the Minimum Revenue Guarantee or the Threshold Revenue Share, as applicable, for the Term of this Agreement, and (ii) Tl will use commercially reasonable efforts to transition into using the applicable search services of the agreed upon replacement search provider.

6.8.

Termination on Change of Tl Site Status. In the event that during the Term any Tl Site ceases to be owned by Tl or its Affiliates, Tl may terminate this Agreement as it pertains to such Tl Site by providing thirty (30) days written notice. In the event that Tl elects to terminate the ▇▇▇▇▇▇▇▇▇.▇▇▇ Tl Site within the Term for ▇▇▇▇▇▇▇▇▇.▇▇▇, then Tl will pay AOL (in lieu of the payment provided in Section 6.9) the difference between AOL’s reasonably calculated net profit through said termination date and AOL’s reasonably calculated projected net profit for the entire Term with respect to the ▇▇▇▇▇▇▇▇▇.▇▇▇, less $450,000. If Tl disputes the net profit calculations of AOL then the Parties shall escalate such dispute to the Management Contacts pursuant to Section 1 of Exhibit E.

6.9.

Effect of Termination. In the event of a termination of the Agreement on any date prior to the expiration of the Term (“Early Termination”), but without limiting the Parties’ other respective rights and remedies under this Agreement or at law, AOL shall pay to Tl: (i) within thirty (30) days following the date of such termination, the applicable portion of the Minimum Revenue Guarantee for each TI Site for the time period of the Term, through the date of termination, and/or, as applicable (ii) the Threshold Revenue Share for the applicable Tl Sites generated during the Term (and not yet paid) within thirty (30) days following the end of the month in which the applicable Threshold Revenue Share for the applicable Tl Sites were generated.

7.

RELATIONSHIP BETWEEN AOL AND ADVERTISERS.

7.1.

Generally. AOL shall be deemed a Tl advertiser on the Tl Sites, subject to all applicable limitations thereon, but all Advertisers shall not be deemed Tl advertisers as a result of such status. As between Tl and AOL, Tl is responsible for all complaints, issues, disputes and claims of Advertisers with respect to Tl’s promotion of the Sponsored Links, and for excluding Excluded Results from the Matched Results or otherwise with respect to this Agreement. AOL will discharge all such responsibility as expressly set forth in this Agreement.

7.2.

Claims by Advertisers for Termination. AOL shall ensure that it and the Third Party Provider have the ability to fulfill theirs obligations to their respective Advertisers other than through delivering the Advertising Results to Tl as Matched Results and Web Offers Links under this Agreement, such that, if TI exercises any express rights herein to block or decline to distribute a Matched Result or Web Offers Links, then an Advertiser shall not, as a result of its relationship with AOL or the Third Party Provider, have gained the right to make a claim against Tl therefor. AOL shall discharge all such responsibility pursuant to Section 3.3, Section 10 of Exhibit E and Section 7.6 below.

7.3.

Customer Service. As between the Parties, it is the sole responsibility of AOL, the Third Party Provider or Advertisers (and not Tl) to provide customer service to persons or entities purchasing products or services through the Advertiser Websites. AOL shall discharge all such responsibility pursuant to Section 3.3, Section 10 of Exhibit E and Section 7.6 below. Tl will have no obligations with respect to the products and services available on or through any Advertiser Website, including, but not limited to, any duty to review or monitor.

7.4.

Applicable Laws; Infringement. As between AOL and Tl, AOL will bear all responsibility for the Advertiser Websites (a) complying with all applicable federal, state and local laws and regulations (including without limitation, as related to contests, sweepstakes, consumer protection and disclosure, out of stock products, etc.); (b) not infringing on nor violating any copyright, trademark, U.S. patent or any other third party right, including without limitation, any music performance or other music-related rights; and (c) not containing any libelous, or materially false or misleading statements. AOL shall discharge all such responsibility pursuant to Section 3.3, Section 10 of Exhibit E and Section 7.6 below.

7.5.

Expert/Specialist Content. If any Advertiser Website for which a Matched Result is provided professes to provide any expert advice, then as between TI and AOL. AOL shall be responsible for any third party claims brought against Tl to the extent based on allegations that such expert advice is not prepared or reviewed by licensed, insured and qualified practitioners/professionals in such field with expertise on the particular topic and to the extent based on allegations that such expert advice does not comply with applicable standards of the applicable profession or applicable laws and regulations. AOL shall discharge all such responsibility pursuant to Section 3.3, Section 10 of Exhibit E and Section 7.6 below.

7.6.

Indemnification for Advertiser Claims. Notwithstanding anything to the contrary, and without limiting any additional indemnification herein, in the event Tl delays, reduces or removes any Sponsored Links, temporarily or permanently, as permitted by this Agreement, or terminates this Agreement as permitted herein (“Tl Permitted Actions”), Tl shall not, as a result of this Agreement, have any liability to any Advertisers. AOL shall, pursuant to the procedures established in Section 10 of Exhibit E, defend, indemnify, save and hold harmless Tl and all its officers, directors, agents, affiliates, distributors, franchisees and employees, from and against any and all demands, liabilities, costs or expenses, including reasonable attorneys’ fees, arising from third party claims by Advertisers against Tl arising from the Tl Permitted Actions.

8.

STANDARD TERMS. The Standard Legal Terms & Conditions set forth on Exhibit E attached hereto are each hereby made a part of this Agreement.

9.

COMMERCIAL LINKS. The terms set forth on Exhibit D attached hereto are hereby made a part of this Agreement.

AOL LLC

TIME INC.

By:

/s/ ▇▇▇▇▇▇▇▇ Cahell

By:

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇

Name:

▇▇▇▇▇▇▇▇ Cahell

Name:

▇▇▇▇ ▇▇▇▇▇▇▇

Title:

EVP

Title:

Executive Vice President

Date:

8-23-07

Date:

8/23/07

Exhibit A

Definitions

Exhibit B-1

Impressions Guarantee

Exhibit B-2

Minimum Revenue Guarantee

Exhibit C

Operations

Exhibit D

Commercial Links

Exhibit E

Standard Legal Terms and Conditions

Exhibit F

Sponsored Links Required Characteristics Mock-Ups

Schedule 1

Prohibited Entities and Products/Services Lists

Schedule 2.1

Ads Protocol and Protocol Implementation Process

TI Site

Total Queries

▇▇▇▇▇▇▇▇.▇▇▇

▇▇.▇▇▇

▇▇▇▇▇▇.▇▇▇

▇▇▇▇.▇▇▇

▇▇▇▇▇▇▇.▇▇▇

▇▇.▇▇▇

▇▇▇▇.▇▇▇

Southern Progress Digital*

*

Includes ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇▇▇▇.▇▇▇

▇▇.▇▇▇

▇▇▇▇▇▇.▇▇▇

▇▇▇▇.▇▇▇

▇▇▇▇▇▇▇.▇▇▇

▇▇.▇▇▇

▇▇▇▇.▇▇▇

Southern Progress Digital*

*

includes ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.

A.

THE SERVICE

B.

RESPONSES AND SUPPORT

CONFIDENTIAL

CONFIDENTIAL

CONFIDENTIAL

TI Sites

Launch Dates

MyRecipes

8/27/2007

Southern Living

8/27/2007

Sunset

8/27/2007

CNNMoney

8/27/2007

SI

8/27/2007

Cooking Light

8/28/2007

Cottage Living

8/28/2007

Coastal Living

8/28/2007

Instyle

8/30/2007

Southern Accents

8/29/2007

Time

8/29/2007

People

8/29/2007

EW

8/30/2007

Golf

8/30/2007

Product/

Service

Summary

Adoption

No advertising for child adoption services including, but not limited to, advertising by agencies and other organizations, attorneys or physicians.

Adult Products & Services

No advertising for adult products. Partner advertising and commerce merchants may carry some adult products in their inventory, subject to restrictions.

Condom & Contraceptive Products

No advertising for condoms, non-prescriptive (e.g. spermicides), and prescriptive contraceptive (e.g., birth control pills) products.

Contaminating Software or Code

Spyware, malware, adware, viruses, worms, Trojan horses, time bombs or similar contaminating software or code, etc.

Deceptive, Fraudulent or Misleading Materials

Material which is deceptive, fraudulent, misleading, or otherwise non-compliant with the Federal Trade Commission Act or any state consumer protection laws.

Dietary Supplements

Except if approved in advance by Time, but in all cases the products must adhere to FDA and FTC regulations and guidance requirements.

Firearms/Guns, Ammunitions & Fireworks

Prohibited except for antique or collectible firearms or ammunition that are not operable and air guns provided they are legal in the states where they are sold and shipped. Fireworks are prohibited.

Fundraising

n/a

Gambling, Online

No advertising for online gambling sites. No advertising for online gaming sites that leverage gambling-like behavior.

Hate Speech

Content that promotes violence, discrimination, harassment or hate speech.

“Head Shops” – Drug Related Paraphernalia

No advertising for “Head Shops” or other establishments whose activity concentrates on drug-related paraphernalia.

Illegal Activities

Advertising promoting or endorsing activities or products that are illegal in the United States.

Private Detectives/Investigators

n/a

Public Records Search

Defined as search services that provide consumers and businesses with information obtained from official public records and/or publicly available records.

Sexual Enhancers

No advertising products aimed at increasing sex drive, increasing the size of sexual organs, and/or increasing sexual endurance. Commerce merchants may carry some sexual enhancing products in their inventory, subject to restrictions.

Tobacco

No advertising for cigarettes, cigars or smokeless tobacco.

Non FDA Approved Products

i.e.; Hoodia, Trim Spa

Pornographic Material

Including sexually explicit material with minors or other inappropriate adult content.

Alcohol

No alcohol-related materials and promotions.

Multi-level Marketing Schemes

i.e.; marketing plans whose sole purpose is to offer commissions for recruiting new distributors

(a)

If TI elects to provide the Shared Data, TI is only obligated to provide the Shared Data if and to the extent not personally identifiable (e.g., such that the portions of the Shared Data (e.g., cip) may be masked with a one-way hash (or otherwise masked) at TI’s option); provided, however that TI shall not be relieved of its obligation under the Agreement to submit Queries or display Sponsored Links, except as otherwise provided in the Agreement. If TI elects to provide the end-user portions of the Shared Data it will do so as a one-way hash (and neither AOL or the Third Party Provider will unmask such Shared Data). The one-way hash contemplated herein will be on a “one-to-one” basis, such that different source IP addresses will be assigned different codes, and the same source IP address will be assigned the same code. Ads cannot be geo-targeted without the provision of relevant zip code. Unless TI elects to provide such relevant zip codes or other geo-targeting related information, AOL shall not be deemed in breach of Section A of Exhibit C of this Agreement. To the extent TI makes available geo-targeting information, AOL will ensure that the Third Party Provider will use this data only for one-time targeting (i.e. only to serve the appropriate geo-targeted Sponsored Links in that one instance).

(b)

For the avoidance, of doubt, TI is never required to provide data kept in an end-user cookie (“Cookie Data”), and if TI does provide Cookie Data then TI may encrypt such Cookie Data at its option.

(c)

AOL shall ensure that the Third Party Provider shall: (i) use the Shared Data solely for the Designated Purposes; (ii) not disclose the Shared Data to any third party other than (x) the Metric Auditor (to the extent required by Section 5.5(d) of the Agreement) and (y) Third Party Provider’s third-party agents solely for the Designated Purposes, subject to the confidentiality requirements and other restrictions on use set forth in the Agreement, (iii) only keep the Shared Data during the time in which it keeps the logs containing such Shared Data in the ordinary course of its business; (iv) keep the Shared Data under controlled access (i.e., in a manner which ensures that such data is not disclosed to any third party (except as described in this paragraph (c)) or made available to unauthorized personnel); and (v) not attempt to determine any personally identifiable information underlying of forming the basis of the Shared Data. For the avoidance of doubt, to the extent Third Party Provider’s other distribution partners or customers or their auditors are permitted to audit the non-TI related Aggregated Data kept on Third Party Provider’s logs, AOL shall ensure that the Third Party Provider extracts the relevant data (i.e., not the Shared Data) from such logs and provides reports thereof in connection with such audits, but does not provide such third parties access to Shared Data provided by TI.

(d)

The “cip” data listed in the fifteenth line of chart 2 in Section 1.1 below are required only to the extent such information is readily available to TI and TI elects to provide the same (e.g., source ip may not be available).

(e)

The description of “cip” data listed in the fifteenth line of Chart 2 in Section 1.1 below shall be deemed to expressly exclude those X-Forwarded-For HTTP headers that are in the internal TI path.

(f)

All items labeled as “Notes” are suggestions only, and TI will not be liable for any failure to comply therewith.

(g)

Note: Because the Third Party Provider relies on the ip parameter (IP address), AOL hereby advises TI that providing the values of these parameters is necessary to have maximum protection against ad “spamming”.

(h)

The Parties have agreed to filtering requirements in Section 2.7 of the main body of this Agreement. In connection with the filtering to be done in connection with such Section, listing a URL will block all sub-pages of the primary domain. For example:

(i)

TI shall have up to 60 days from the Effective Date to implement the Protocols in this Agreement, subject to any circumstances beyond its sole control.

(j)

AOL shall ensure that the Third Party Provider shall, upon each UA, be permitted to use “cookie” or web beacon technology (collectively, “Cookie Technology”) on a non-personally identifiable basis for the sole purposes of leveraging ad effectiveness functionality for an Advertiser relating click through events to conversions on the Advertiser’s Advertiser Web Site(s) (or the site of the relevant Advertiser’s third party agent) and similar return on investment (“ROI”) analysis of such Advertiser with respect to such Advertiser’s Sponsored Links delivered under this Agreement on a per click-through event basis, as well as aggregating such UAs with other UAs and/or other click-throughs across the Third Party Provider Advertising Network and other targeted text link monetization services of the Third Party Provider for conversion and similar ROI analysis (e.g., the Third Party Provider shall not build a profile of a TI User with respect to the type of ad that is effective for such TI User, or such TI User’s buying habits, etc) (collectively, the “Permitted Cookie Uses”), provided that: (i) AOL is in compliance with the Agreement and any reasonable requirements set forth by TI and disclosed to AOL in writing (which may be by email), including but not limited to rich media serving terms, submission requirements, etc., and (ii) the Third Party Provider provides access to Sponsored Links hereunder in accordance with generally recognized industry standards (e.g., click through functionality, description of placement of “cookies” on a browser and how “cookies” are read through hypertext transfer protocol (i.e., “HTTP”) headers). Notwithstanding anything to the contrary, such use of Cookie Technology on ▇▇.▇▇▇ shall not include the following activities:

•

There are 2 methods to retrieve sponsored links from SLM - XML and HTML. These methods provide flexibility in how the links may be brought into content pages through backend server functions.

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An Ad Request is an HTTP GET command. Here’s a sample test URL (not intended for any load). ▇▇▇▇://▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇.▇▇▇/▇▇▇?▇▇▇▇▇▇▇&▇▇▇▇▇▇▇▇▇_▇▇▇_▇▇▇▇▇▇&▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇&▇▇▇▇▇▇▇

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All parameters must be URL encoded for reliable transmission.

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Channels can set default values for optional parameters.

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For Server to Server requests (XML Response). SLM supports optional IP-based authentication

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The following request parameters are supported by SLM:

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Query related ads parameters

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Content related ads parameters

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Error related ads parameters

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Common parameters

a)

A specified query term, typically entered by an end-user.

b)

An input keyword and/or URL typically entered by a channel devoted to specific topic.

c)

A standard http error code (usually a DNS error).

Name

Required

Default
Value

Channel
can specify
Default

Description

Sch

Yes

Asd

Channel id assigned by SLM, passed by the partner on each API invocation

Ssch

Yes

Yes

Sub-channel id assigned by SLM passed by the partner

squery

Yes

Yes

Search string as typed by user

Name

Required

Default Value

Channel can
specify Default

Description

snum

10

Yes

Number of ads requested

of

xml

Yes

“Ouput Format for the result (response) – xml & html are supported

types”

stest

off

Yes

Test mode

locale

En US

Yes

Country and language

2

Zip code for user

page

0

Yes

Page number of the ad distribution recipe.

nt

Value returned from previous request specifying how to get the next set of ads for same query

If

0

Yes

Local Ad Filter: 0 - Retrieve both local/national advertisers. 1 – only local. 2- only national

css

Yes

HTML API only - URL to the css to be applied to the unordered list

of results

ssafe

high

Yes

Safety mode

sh_ie

UTF-8

Yes

Input encoding

sh_oe

UTF-8

Yes

Output encoding

selient

Yes

Google Client Id

spch

Yes

Google Channel Id

cip

IP address of client

cru

Referrer URL

csp

Yes

Connection Speed

cua

Browser user agent string

scoco

usa

Yes

Country code of user

sbrand

aol

Yes

Brand of user

sview

web

Yes

Web or aol

sit

Yes

Promotional page/page position tracking

city

Yes

City for user. *

state

Yes

State for user. It must be in two letter format. For example CA for California, NM for New Mexico. *

sl_cat

Yes

The category under which the query has been classified; used to select Suppliers (“recipe”) to serve ads from; sl_cat=adult is the only category specified as of 08072006: unrecognized sl_cat will lead to the serving of ads from the “default” suppliers for the channel.

*

city and state will only be used if zip code is not provided.

Site

General Manager

Email Address

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SPC Digital

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