Google Ireland Limited ("Google") Advertising Terms and Conditions

This Agreement (as defined below) is entered into by you, being either the entity which: (i) accepts this Agreement online; or (ii) is identified as the "Customer" and signs the Front Page ("Customer" / "You") and Google Ireland Limited (registered number: 368047) with its registered office located at 1st and 2nd Floor, Gordon House, Barrow Street, Dublin 4, Ireland ("Google"). This Agreement governs Your participation in the Programme (as defined below). 1. Definitions "3PAS" means a third party ad server authorised by Google to participate in those parts of the Programme that permit third party ad serving; "Acceptance Date" means either: (i) the date on which Customer accepts this Agreement online; or (ii) the acceptance date specified in the Front Page (if any); "Advertiser" means the entity whose ads (whether created by itself or by a third party on its behalf) are made available by Google in accordance with this Agreement, which entity may be more particularly detailed in the Front Page (if any); "AdWords Programme" means Google's online advertising programme; "Agreement" means (i) these Terms, (ii) any document which references these Terms (including the Front Page, if any) and the following, which are incorporated into the Agreement by reference: (iii) the Policies; and (iv) any other document(s) which the parties mutually execute and agree shall incorporate the Terms; "Claim Period" means the 60 day period from the invoice date; "Creatives" means all ad content, related technology and tags which are subject to the Policies; "Display Ads" means any and all graphical ads and video ads (in .gif, .jpeg, .jpg, .png, .swf and other Flash formats, or such other formats as Google may notify you from time to time); "End Date" means the date (if any) on which the parties agree this Agreement will terminate and all types of ads will cease to be made available; "Front Page" means a document referencing the Terms (including without limitation a front page and signature page referencing the Terms); "Google Property" means any website, application, property and/or any other media owned, operated or provided by Google; "IC" means ad impression count; "Partner" means the third party owner and/or operator of a Partner Property; "Partner Property" means any website, application, content, property or any other media owned, operated, or provided by a Partner upon which Google places ads ;

"Policies" means the Programme's policies from time to time located at: http://www.google.com/ads/policies or such other URL as made available to You from time to time; "Programme" means the different types of Google advertising services each as may be more particularly detailed by Google: (i) in the online advertising system; or (ii) in any other document as made available by Google; "Target" means any keyword, negative keyword, category and/or other targeting mechanism; "Terms" means these advertising terms and conditions. 2. Placement and targeting 2.1 Google shall use reasonable endeavours to place Customer's ads in accordance with the placement options made available and selected by Customer. 2.2 Google may from time to time make new ad types available through the Programme. All existing and new ad types made available through the Programme shall be subject to this Agreement and Google shall use reasonable endeavours to make such ads available on such media and in such manner as more particularly detailed in: (i) the online advertising system; (ii) the Policies, or (iii) such other document as determined by Google. 2.3 Google does not guarantee: (i) the placement, positioning or the timing of delivery of any ad, or (ii) the number (if any) of any impressions, publications, conversions or clicks on any ad whether on any Partner Property or Google Property or sections of such properties. 3. Costs incurred and Creatives and positioning 3.1 Customer shall submit Creatives for all ad types in accordance with such due date as may be set out in the online advertising system or as otherwise communicated by Google. 3.2 Unless otherwise agreed in writing by Google: (i) the positioning of ads on a Google Property or any Partner Property (if applicable) is at Google's and/or Partner's sole discretion respectively; and (ii) Google may offer the same Target to more than one Customer. 3.3 If Customer asks Google to carry out the posting or modification of a campaign or any element of the campaign (including without limitation through an authorisation for Google to optimise campaigns generally), any such posting or modification carried out by Google shall be deemed approved by Customer from the earlier of: (i) confirmation from Customer, and (ii) the end of the 5th working day following the posting or modification carried out by Google. If Customer does not approve of the posting or modification, it must inform Google within 5 working days of the posting or modification. 3.4 Customer is solely responsible for all: (i) Targets; (ii) Creatives generated by or for Advertiser; (iii) properties to which a Creative directs users (including without limitation content on the domain or landing page reached by clicking on the Creative URLs); (iv) advertised services and products (together the "Advertiser Services"). 3.5 Customer is solely responsible for (i) the adoption of any marketing strategies and methods, and (ii) the creation, modification, maintenance, and management of budgets and accounts, whether or not such activities are performed: by or on behalf of Customer; or pursuant to any suggestions and/or recommendations made by Google.

3.6 Unless otherwise specified, Google and/or any Partner shall have the right at any time to reject, or remove any ad, Creative and/or Target for any or no reason. In addition, Google may at any time modify ads to the extent reasonably required to comply with the technical specifications and/or policies related to any Google Property or any Partner Property, or as described in the Policies. Any other modification to ads shall only be made by Google: (i) in accordance with clause 3.3, or (ii) following Customer authorization, which may be given by Customer in various ways including without limitation by not exercising opt-out rights (e.g., for user interface or ad quality experiments). 3.7 Customer grants Google permission to use an automated programme to retrieve and analyze websites associated with the Advertiser Services to enable Google to evaluate ad quality and for ad serving purposes. Customer may expressly opt out of such evaluation in the manner specified by Google. 4. Partner Properties. Even if Customer's ad(s) are placed on Partner Properties, Customer agrees to direct to Google any communication regarding Customer's ad(s) on any Partner Property(ies). If Customer's ads are placed on Partner Properties, Customer acknowledges and agrees that the placement of such ads shall provide Partner(s) with access to the content of ads, including (without limitation) any images and any URL(s), any contact or other information that can be obtained through such URL(s), as well as data regarding queries or clicks. 5. Ad Serving 5.1 Customer will not breach or circumvent any Programme security measure or knowingly provide ads containing malware, spyware or any other malicious code. 5.2 Customer may use a 3PAS solely for serving or tracking ads under Programmes that permit third party ad serving, and only if the 3PAS has been authorised by Google to participate in the Programme. Google will implement Customer's 3PAS tags so that they are materially functional. If for a Display Ad campaign, Google's IC is higher than the IC of Customer's 3PAS IC by more than 10% over the invoice period, Customer will facilitate reconciliation efforts between Google and 3PAS. If this discrepancy is not resolved and Customer has made a claim within the Claim Period then: (i) Google will issue to Customer advertising credits equal to 90% of (Google IC - 3PAS IC) multiplied by Google-reported campaign average CPM over the invoice period (the "Discrepancy Credit"); and (ii) Google may suspend Customer's permission to use the 3PAS and Customer shall not be entitled to any Discrepancy Credit during such suspension period. Metrics from the 3PAS whose ad server tags are provided to Google will be used in the calculation of Discrepancy Credits. If requested by Google, Customer shall procure that discrepancy records be provided directly by the 3PAS to Google. Customer will not be credited for discrepancies in IC caused by 3PAS' inability to serve ads. This clause sets out Customer's sole and exclusive remedy. 6. Ad cancellation 6.1 Unless the Policies or a Front Page (if any) or other online interface referencing these Terms provides otherwise, either party may cancel any ad at any time before the earlier of ad auction or placement. Customer may cancel advertising online through Customer's account if online cancellation functionality is available, or, if not available, with prior written notice to Google, including without limitation e-mail. 6.2 Ads which form part of the AdWords Programme and which are cancelled online will stop serving shortly after cancellation. Any other cancelled ads may be published despite cancellation if cancellation of those ads occurs after any applicable commitment date as notified in advance to Customer by the Partner or Google, and Customer shall pay Google for such published ads and any

applicable cancellation fee. If Customer fails to submit the Creative for a reservation based ad by any applicable date as notified in advance to Customer, Customer shall be liable to pay Google: (i) for the ad as if such ad had been published, or (ii) an applicable cancellation fee. 7. Prohibited uses. Customer shall not, and shall not allow any third party to: (i) generate automated, fraudulent or otherwise invalid impressions, inquiries or clicks or conceal conversions by using methods including but not limited to the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimisation services and/or software; (ii) use any automated means, form of scraping or other such data extraction methods to access, query or otherwise collect and use Google advertising related information from any Google Property unless expressly permitted by Google in writing; (iii) advertise substances, services, products or materials which contravene applicable laws and regulations in any country in which Customer's ads are displayed, placed or otherwise made available; (iv) violate any technical specifications posted on any Google Property, and/or the Policies, as revised from time to time; (v) engage in any other illegal or fraudulent business practice under the laws of any state or country where an ad is made available. 8. Payment, pricing and reporting. If required, Customer shall, in the Front Page (if any) or in the online advertising system specify a maximum amount of money it wishes to spend on ads (the "Agreement Budget"). By indicating an Agreement Budget, Customer is not committing to spend the Agreement Budget. Customer is merely notifying Google that it does not wish to exceed the Agreement Budget. Customer is and shall remain solely liable to pay sums incurred up to the amount of the Agreement Budget only. If applicable, Customer will not exceed its aggregate credit line as determined by Google in its sole discretion (and made available if requested) and Google shall not be obliged to deliver any ads in excess of such credit line. Google reserves the right to change or retract any credit line at any time in its sole discretion. Customer shall pay (or procure that the applicable third party pays) Google in accordance with the pricing model applicable to the type of ads selected by Customer. Google and Customer shall mutually agree the method of payment and record the agreed method either in the Front Page (if any) or in the online advertising system. All sums stated in this Agreement are exclusive of VAT unless stated otherwise. Customer shall pay the sums (including, if applicable, VAT and any other applicable taxes or charges imposed by any government entity) in the manner dictated by the method of payment agreed between the parties. If payment is not made when due, Google may charge interest at the rate of 2% per annum above the prevailing base rate of Barclays Bank PLC from the due date until the date of actual payment, whether before or after judgment. Google may change its minimum pricing, if applicable, at any time. Charges shall be calculated solely based on records maintained by Google. Google shall provide Customer with password-protected access to 24/7 online reporting information so that Customer may monitor its campaign(s). Refunds (if any) are at the discretion of Google and only in the form of advertising credit for Google Properties or (in the case where Customer has pre-paid), cash. 9. Display Ad remedy. For reservation-based Display Ads Google will deliver any agreed upon aggregate number of Display Ads by the end of the campaign. If Google fails to do so, then provided Customer makes a claim during the Claim Period, Google will not charge for the undelivered Display Ads or, if Customer has already paid then at Google's reasonable discretion, Google will provide: (i) advertising credits, (ii) later placement of the Display Ads in a position Google deems comparable or (iii) an extension of the term of the campaign. This clause sets out Customer's sole and exclusive remedy. 10. Representations and warranties 10.1 Customer represents and warrants that (i) all of the information provided by Customer to Google is complete, correct and current; (ii) it has all necessary rights to permit and hereby grants Google and

any Partners all such rights which are necessary for Google and any Partner(s) to (as applicable) use, host, cache, route, store, copy, modify, distribute, reformat, reproduce, publish, display, transmit and distribute Customer's ad(s) (including any Targets and all Creatives) ("Ad Use"); and (iii) Ad Use in accordance with this Agreement and the websites and/or landing pages linked from Customer ads (including without limitation related Advertiser Services) shall not: (a) violate or encourage violation of any law or applicable regulation or code of practice (including without limitations the CAP Code in the UK and any equivalent advertising standards code of practice in any other jurisdiction); (b) infringe any intellectual property rights of any third party or contain any material which may be harmful, abusive, obscene, threatening or defamatory. 10.2 Each party waives its rights against the other in respect of warranties and representations (whether written or oral) not expressly set out or referred to in this Agreement. Nothing in this clause limits or excludes either party's liability for fraud. 11. Indemnity. Customer shall indemnify and defend Google, its agents, affiliates, directors, officers, employees and Partners ("Google Indemnified Persons") from and against any claims, losses, liabilities, expenses, damages and settlement amounts (including legal fees and costs) incurred by any Google Indemnified Person(s) arising out of Customer's breach of clauses 3.3, 3.4, 3.5, 7 and/or 10 of these Terms. These indemnification obligations shall exist only if Google: (i) promptly notifies the Customer of any claim; (ii) provides Customer with reasonable information and cooperation in defending the claim; and (iii) gives Customer full control and sole authority over the defence and settlement of such claim. The Google Indemnified Persons may join in the defence with counsel of its choice at its or their own expense. 12. Limitation of liability 12.1 Nothing in this clause 12 shall limit liability for death or personal injury caused by a party's negligence. 12.2 Other than the payment obligations set out in clause 8, indemnity obligations set out in clause 11 and/or a breach of clause 13 (Confidentiality): (i) each party's liability to the other arising from any given event or series of connected events, shall be limited to the greater of: (a) the amount paid or payable by Customer to Google under this Agreement in the three months immediately preceding the month in which the event (or first in a series of connected events) occurred and (b) 25,000; (ii) neither party shall be liable in contract, tort (including, without limitation, negligence), for precontract or other representations (other than fraudulent misrepresentations) or otherwise arising out of or in connection with this Agreement for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); any loss of goodwill or reputation; or any special, indirect or consequential losses in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out of or in connection with the provisions of, or any matter under, this Agreement. 13. Confidentiality 13.1 Subject to clauses 13.2 and 13.3 below, during the term of this Agreement and for a period of two years following the termination of this Agreement, neither party shall disclose Confidential Information of the other party to any third party without prior written (including in an email) consent except as provided herein. Customer is solely responsible for a third party's use of any Customer online accounts. "Confidential Information" includes (i) Customer passwords; (ii) ads (including Targets and Creatives), prior to publication; (iii) the terms of this Agreement; and (iv) any other Programme information or access to technology prior to public disclosure provided by Google to Customer and identified at the time of disclosure in writing as confidential and/or proprietary; (v)

Programme features which are non-public and identified as "Beta" or "Ad Experiment". It does not include information that has become publicly known through no breach by a party, or has been (a) independently developed without access to the other party's Confidential Information; (b) rightfully received from a third party; or (c) required to be disclosed by law or by a governmental authority. 13.2 If the Customer is an advertising third party, Customer authorises Google to grant any Advertiser which is a client of Customer or any subsequent advertising third party appointed by the Advertiser access to and a right to use the non-billing related information relating to Advertiser's ads. 13.3 Google may share Confidential Information of Customer: (i) with any advertising third party appointed by Customer or with the Advertiser concerned as applicable; or (ii) with any holding company of Customer or with any subsidiary company of Customer or with any subsidiary company of Customer's holding company. 13.4 Customer acknowledges and agrees that any account, credit card and related billing and payment information which Customer provides to Google may be shared by Google with companies who work on Google's behalf solely for the purpose of performing credit checks, effecting payment to Google and/or servicing Customer's account. 14. Term and termination 14.1 This Agreement shall commence on the Acceptance Date and shall continue either until terminated or until the End Date is reached. If an End Date has been specified, Customer may, subject to Google's prior email approval, extend this Agreement by email for additional periods of 90 days or such other period as agreed by Google in writing. 14.2 This Agreement may be terminated with immediate effect by either party providing written notice (including without limitation email notice) to the other party. 15. Effects of termination and ad cancellation 15.1 Upon expiration or termination of this Agreement: (i) if Customer creates new campaigns or otherwise continues to use the Programme it shall continue to be bound by the obligations set out in this Agreement as if this Agreement had not expired or been terminated (including without limitation the obligation to pay charges incurred in connection with the Programme); (ii) until Customer cancels its ads in accordance with clause 6, Customer shall continue to be bound by the obligations set out in this Agreement and to pay charges incurred in connection with those ads; (iii) Customer shall remain liable for any amounts which are outstanding at the date of expiry or termination; (iv) each party shall upon request return Confidential Information of the other; and (v) Google may in its sole discretion disable or delete any Customer account within the Programme. 16. Assignment. The parties shall only be entitled to assign or otherwise transfer their rights and/or obligations under this Agreement with the prior written consent of the other (such consent not to be unreasonably withheld or delayed) except that Google shall be entitled to assign or otherwise transfer any of its rights or obligations under this Agreement without consent to a subsidiary or holding company (as defined in section 736 of the Companies Act 1985) of Google or a purchaser of all or a substantial part of the assets of Google. 17. Rights of third parties. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the parties to this Agreement.

18. Force majeure. Other than in respect of payment obligations, neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, terrorism, civil commotion or industrial dispute. 19. Miscellaneous. This Agreement represents the entire terms agreed between the parties in relation to its subject matter and supersedes all previous contracts, representations or arrangements of any kind between the parties relating to its subject matter. The Policies may be modified by Google at any time to reflect changes in how Google makes the Programme generally commercially available. No addition to or modification of these Terms shall be binding on the parties unless made by a written instrument which the parties unequivocally mutually agree in writing (including without limitation click and accept or email exchange). The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement. Nothing in this Agreement shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose. Unless otherwise expressly provided, any notices shall be sent to the addresses set out in this Agreement (or detailed in the online advertising system) with a copy to the legal department via (i) confirmed facsimile, with a copy sent via first class or air mail; or (ii) courier services, and shall be deemed given upon receipt. Any translation of the English language, English law and court Agreement (the "Original Agreement") is provided for convenience only and Customer agrees that in the event of a conflict between the translated version and the Original Agreement, the Original Agreement prevails. 20. Law and jurisdiction. This Agreement shall be governed by and construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts in respect of any dispute or matter arising out of or connected with this Agreement. October 6, 2009