Policy and Compliance Obligations.

Policy Obligations. Company will not, and will not knowingly or negligently allow any third party to: (a) modify, obscure or prevent the display of all, or any part of, any Results; (b) implement any click tracking or other monitoring of Results; (c) display any Results in pop-ups, pop-unders or other similar methods; (d) interfere with the display of or frame any Results Page or any page accessed by clicking on any Results; (e) display any content between any Results and any page accessed by clicking on those Results; (f) directly or indirectly, (i) offer incentives to End Users to generate impressions, Requests or clicks on Results, (ii) fraudulently generate impressions, Requests or clicks on Results or (iii) modify impressions, Requests or clicks on Results; (g) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from the Services (including Results); or (h) display on any Site, any content that violates or encourages conduct that would violate the AdX Guidelines, Google technical protocols and any other technical requirements and specifications applicable to the Services that are provided to Company by Google from time to time.

Compliance Obligations. Company will not knowingly or negligently allow any use of or access to the Services through any Site that is not in compliance with the terms of this Agreement. Company will take reasonable steps to monitor for any such access or use and will, if any such access or use is detected, take all reasonable steps requested by Google to disable this access or use. If Company is not in compliance with this Agreement at any time, Google may suspend provision of all (or any part of) the Services.

Company Partners.

Company is responsible for any use of, or access to, the Services, including Results, by any Company Partner. Company will not provide Company Partner or any other third party with access to the AdX user interface. If the conduct of a Company Partner would be a breach of this Agreement had the conduct been performed by Company, this Company Partner conduct will be treated as Company's breach of this Agreement. If a Company Partner or Company Partner Site is in violation (or if Google reasonably suspects a violation) of this Agreement, then Google may immediately suspend or deactivate that Company Partner Site.

Changes and Modifications.

By Google. If Google modifies the AdX Guidelines, or the Google technical protocols and the modification requires action by Company, Company will take the necessary action no later than 30 days from receipt of notice from Google. Any modifications to the AdX Guidelines will be generally applied to Google's similarly situated customers in the same region who are using the specific Service impacted by the modification.

By Company. Company will provide Google through iAdx with at least 15 days prior notice of any change in code or serving technology that could reasonably be expected to affect the delivery or display of any Results.

Site List Changes. (a) Company may notify Google via iAdx from time to time that it wishes to add or remove property(ies) to or from those comprising the Site(s) by either sending notice to Google via iAdx or adding or removing the property(ies) through the AdX user interface. (b) If there is a change in control of any Site (such that the conditions set out in Section (a) or (b) are not met): (i) Company will provide notice to Google at least 30 days before the change; and (ii) unless the entire Agreement is assigned to the third party controlling the Site in compliance with Section 14.3 below, from the date of that change in control of the Site, that Site will be treated as removed from this Agreement. Company will ensure that from that date, the Services are no longer implemented on that Site.


$Google Payments through iAdx. (a) In consideration for the provision of Services, Google through iAdx will pay Company an amount equal to the Revenue Share Percentage (listed on the front page of this Agreement) of Ad Revenues attributable to a calendar month. This payment will be made within 60 days from the corresponding month in which the applicable Ads were displayed provided that the amount owed to Company in a given month is above the minimum set forth in the AdX Guidelines. (b) Google's payments for the Services under this Agreement will be based on Google's accounting which may be filtered to exclude (i) invalid queries, impressions, conversions, or clicks, and (ii) any amounts refunded to advertisers in connection with Company's failure to comply with this Agreement, as reasonably determined by Google.

$Additional Payment Terms. (a) As between Google and iAdx, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes and bank fees (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google through iAdx in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company through iAdx of this and will make the payments net of the withheld amounts. Google will provide Company through iAdx with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Company will be in US$. Company will be responsible for any bank charges assessed by Company's bank. (c) In addition to other rights and remedies Google may have, Google may offset any payment obligations to Company that Google may incur under this Agreement against any product or service fees owed to Google and not yet paid by Company under this Agreement or any other agreement between Company and Google. Google may also withhold and offset against its payment obligations under this Agreement, or require Company to pay to Google within 30 days of any invoice, any amounts Google may have overpaid to Company in prior periods.