SEARCH MARKETING POLICY

This Search Marketing Policy (the “Search Marketing Policy“), together with the Publisher Terms and Conditions (which are expressly incorporated herein by reference) constitutes a legally binding agreement between all users of MarketLeverage’s website (the “Website“) and the services provided by MarketLeverage through the Website (the “Services“), including, without limitation, each Publisher (as defined by the Publisher Terms and Conditions) and those persons who access some of MarketLeverage’s Services via the Website but do not have a member account or a direct commercial relationship with MarketLeverage (collectively, “You” or “Your“).

1. BY USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO THE TERMS OF, THIS SEARCH MARKETING POLICY. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY THIS SEARCH MARKETING POLICY, YOU ARE NOT AUTHORIZED TO REGISTER AS A PUBLISHER OR USE THE WEBSITE OR SERVICES IN ANY MANNER WHATSOEVER, AND YOU MUST IMMEDIATELY LEAVE THE WEBSITE.

2. MarketLeverage reserves the right, in its sole discretion, to revise, amend, or modify this Search Marketing Policy at any time and in any manner. The latest Search Marketing Policy will be posted on the Website. Your continued use of the Website and/or Services after any such modification and posting thereof shall constitute Your consent to such modification.

3. Keyword bidding and search marketing content, including without limitation creative, landing pages, and microsites (collectively, “Search Marketing Content”), utilized by You in connection with any Search Marketing Program must comply with all of the following obligations, as determined in the sole discretion of MarketLeverage:

a. Keyword Bidding. All keywords purchased by You in connection with a Search Marketing Program must: (i) have some nexus to its corresponding Search Marketing Content so as not to be misleading, and (ii) meet the additional criteria specified by the applicable Advertiser (if any). You may not use and/or purchase keywords that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name, of any MarketLeverage advertiser and/or any of its affiliates or clients without MarketLeverage’s express prior written consent. You may not purchase keywords that violate the intellectual property rights of any third party.

b. Compliance. Any and all Search Marketing Content utilized by You must comply with all applicable federal, state, local, provincial, and foreign laws, rules, and regulations, as well as the applicable rules, policies, and procedures of any search engine.

c. Clarity and Consistency of Disclosures. MarketLeverage strictly prohibits the display of potentially misleading terms in any Search Marketing Content transmitted by You (e.g., the term “free” or substantially similar terms, such as “complimentary”). All Search Marketing Content transmitted by You in connection with a Search Marketing Program must be consistent, from the creative to the corresponding landing pages, confirmation pages and/or other webpages that are linked to such creative so as not to be misleading.

d. Intellectual Property in Search Marketing Content. Your Search Marketing Content must not utilize any copyright, patent, trademark, trade secret or other similar intellectual property right of any third party without their consent. Furthermore, Your Search Marketing Content must not falsely represent or imply that You are associated with or certified by any third-party (e.g., You are an “Official Partner” of a brand or other entity).

e. Social Media and Bulletin Boards. MarketLeverage strictly forbids the use of social media profiles (e.g., Facebook or MySpace) and bulletin boards (e.g., Craigslist) to advertise or distribute Search Marketing Content. Notwithstanding the foregoing, this does not preclude You from purchasing keywords which reside on social media websites to advertise and distribute Search Marketing Content.

f. Minors. You may not distribute Search Marketing Content to users under the age of 18.

g. Privacy Policy. You shall conspicuously post a privacy policy on any and all website(s), landing page(s), and/or other web page(s) upon which you collect consumer information in connection with a Search Marketing Program. The privacy policy must comply with all federal and state privacy laws. Your data protection, use and privacy practices must adhere to Your applicable privacy policy in all respects.

4. MarketLeverage may, in its sole and absolute discretion, terminate Your account or disable the links of any Program for any breach or suspected breach of this Search Marketing Policy, without notice to You.

Last Updated: 8/26/08