ValidClick Terms and Conditions for E-Mail Implementations

1.    Partner Obligations.  Partner will:
(a)    Ensure that all Email complies with all applicable laws, rules and regulations, including but not limited to, the CAN SPAM Act of 2003, as amended (CAN SPAM), and immediately inform ValidClick of any investigation of Partner's or its vendor’s email practices and of any third party claims related to Partner's or its vendor’s email practices, including but not limited to, governmental investigations and actions related to CAN SPAM; 
(b)    If required by ValidClick , obtain and maintain certification by a third party certification program approved by Yahoo (“Email Certification”) and comply with all associated requirements, and promptly inform ValidClick of any loss of Email Certification or other non-compliance with the Email Certification program; 
(c)    In all Email: (i) include sender’s physical postal address pursuant to CAN SPAM; (ii) include a clear and conspicuous notice of the opportunity to opt out of receiving further email messages from Partner; (iii) ensure that the “from” line in Email is not misleading or deceptive; and (iv)  ensure that the “subject” or “re:” line in Email is not misleading or deceptive;
(d)    Prior to sending Email to any recipient, ensure that users are presented with clear and conspicuous consent language when providing their email addresses to be added to Email lists, including users’ consent to receive commercial offers via email from Partner and other third parties. ValidClick reserves the right to require Partner and any vendors acting on behalf of Partner to modify the consent language that it includes in Email;
(e)    Prior to sending Email to any recipient, verify that all recipients of Email have expressly consented to receive those messages, either in response to a clear and conspicuous request for such consent or at the recipient's own initiative, or have not opted out of receiving such messages, as required under applicable laws, rules and regulations or more stringent requirements of the Email Certification program;
(f)    Not send Email to any recipient (i) who has not been qualified as described in subsections (d) and (e) above, (ii) who has declined to receive any email from Partner, or (iii) who is under the age of 18; 
(g)    Ensure that written records of all users’ opt-in data for Email are maintained for at least 4 years from the termination or expiration of this Agreement;
(h)    Comply with any and all guidelines issued by ValidClick or Yahoo! regarding Email; 
(i)    Not send Email, multimedia messaging service, SMS or other text messaging to any multimedia messaging service, SMS or any other text messaging address;  
(j)    Host and control all Email that is sent. Not send to ads unless ads are hosted by ValidClick unless otherwise approved in writing by ValidClick;
(k)    Partner will not use any Marks or otherwise refer to ValidClick or Yahoo!, including but not limited to within Email; and 
(l)    Ensure that the Representations and Warranties in Section 3 below remain true and promptly inform ValidClick of any breach of the Representations and Warranties. 

2.    Keywords and Click Caps.   Except for Email containing only a Search Box, the parties will work together to establish a schedule of keywords available for use in Email.  ValidClick may institute limits on the number of individual Emails in which specified keywords can appear and/or the maximum number of clicks Partner can permit for specified keywords.  In addition, ValidClick may immediately suspend Partner’s use of any or all keywords at any time, for any reason or no reason, in Yahoo’s sole discretion, without liability to Partner for such suspension. Partner will ensure that each keyword used to send ValidClick Queries for Paid Results is relevant to the type or category of Email that the user has chosen to receive from Partner.  

3.    Representations and Warranties.  Partner represents and warrants that:
(a)    At all times, Partner has complied and will comply with all applicable laws, rules and regulations, including but not limited to, CAN SPAM; 
(b)    At all times, Partner will comply with the requirements set forth in Section 1 (Partner Obligations); and
(c)    Aside from Links and Results, all images and text in Email: (i) are owned, validly licensed for use by Partner or its vendors or in the public domain; (ii) do not violate any applicable laws or regulations; (iii) do not infringe, dilute, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity, including but not limited to, rights of privacy and publicity; and (iv) do not result in any consumer fraud or product liability.