Smarter AdWords Program Terms

You and The Readiness Operation, Inc ("TRO") enter these TRO Smarter AdWords Program Terms ("Terms") regarding the TRO Smarter AdWords Program ("Program") as further described in the Frequently Asked Questions at http://www.SMARTERyellowpages.com/adwords/index.cfm/fa.faq2 (the "FAQs") and the Glossary at http://www.SMARTERyellowpages.com/adwords/index.cfm/fa.Glossary2 (the "Glossary") (collectively, the "Agreement"). "You" or "you" means the party listed on the Account you create. You represent you have the authority to agree to this Agreement for that party. You represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, any third party for which you create Ads. You hereby agree and acknowledge:

1   Policies. Program use is subject to all applicable TRO and SMARTERyellowpages.com policies, including without limitation the Editorial Guidelines (http://www.SMARTERyellowpages.com/adwords/index.cfm/fa.AdEditorialGuidelines), TRO Privacy Policy (http://www.SMARTERyellowpages.com/adwords/index.cfm/fa.Privacy) and Trademark Guidelines (http://www.SMARTERyellowpages.com/adwords/index.cfm/fa.Trademark). Policies may be modified any time. Some Program features are identified as "Beta." Beta Features are provided "as is" and at your option and risk. TRO may modify Ads to comply with any TRO Property policies.

2   The Program. You are solely responsible for all: (a) Ad placements via Yellow Page Categories ("Categories") and all Ad copy and Ad URLs ("Copy"), whether generated by or for you; and (b) SMARTERyellowpages.com Listings ("Listings") reachable from Copy URLs and your services and products (collectively "Services"). You shall protect your passwords and take full responsibility for your own, and third party, use of your Accounts. Ads may be placed on any content or property provided by TRO. TRO may reject or remove any ad or Category for any or no reason. You may independently cancel online any ad or campaign at any time. TRO may cancel immediately the Program or these Terms at any time with notice (additional notice is not required to cancel a reactivated account). TRO may modify the Program or these Terms at any time without liability and your use of the Program after notice that Terms have changed indicates acceptance of the Terms. Sections 1, 2, 4, 5, 6 and 7 will survive any expiration or termination of this Agreement.

3   Prohibited Uses. You shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid Impressions or Click-thrus; or (b) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where your Ad is displayed. You represent and warrant that (i) all your information is correct and current; (ii) you hold and grant TRO all rights to copy, distribute, and display your Ads and Categories ("Use"); and (iii) such Use and Listings linked from your Ads (including services or products therein) will not violate or encourage violation of any applicable laws. In addition, TRO does not permit advertisers to manage multiple campaigns featuring the same business, if doing so allows multiple Ads from the same or affiliated company or person to appear on the same Yellow Page Category Page. Violation of these policies may result in immediate termination of this Agreement or your account without notice and may subject you to legal penalties and consequences.

4   Disclaimer and Limitation of Liability. TRO disclaims all warranties, express or implied, including without limitation for noninfringement, merchantability and fitness for any purpose. TRO disclaims all guarantees regarding positioning or the levels or timing of: (i) costs per Impression, (ii) Click-thru rates, (iii) delivery of any Impressions on any TRO Property or sections of such properties, (iv) clicks or (v) conversions for any ads or Listings except for indemnification amounts payable to third parties hereunder and your breaches of section 1, to the fullest extent permitted by law: (a) neither party will be liable for any consequential, special, indirect, exemplary, punitive, or other damages whether in contract, tort or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy; and (b) each party's aggregate liability to the other is limited to amounts paid or payable TO TRO by you for the ad giving rise to the claim. Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

5   Payment. You shall be charged based on actual Impressions and pay all charges in US dollars currency via PayPal. Charges are exclusive of taxes. You are responsible for paying (i) all taxes and government charges, and (ii) reasonable expenses and attorney fees TRO incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the charge. Charges are solely based on TRO's Impression measurements. Refunds (if any) are at the discretion of TRO and only in the form of advertising credit for TRO Properties. You acknowledge and agree that any billing and payment information that you provide to TRO may be shared by TRO with companies who work on TRO's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to TRO and servicing your account. TRO may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. TRO shall not be liable for any use or disclosure of such information by such third parties.

6   Indemnification. You shall indemnify and defend TRO, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Program use, Categories, Copy and Services and breach of the Agreement.

7   Miscellaneous. The Agreement must be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles and adjudicated in Alameda County, California. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. You may grant approvals, permissions and consents by email, but any modifications by you to the Agreement must be made in a writing (not including email) executed by both parties. Any notices to TRO must be sent to: The Readiness Operation, Inc, Attn: Paul Smith, President, Smarter AdWords Program, 3871 Piedmont Ave PMB 82, Oakland, CA 94611, via first class or air mail or overnight courier, and are deemed given upon receipt. Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted (for messages in your Smarter AdWords interface). A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights hereunder and any such attempt is void. TRO and you and TRO and Partners are not legal partners or agents, but are independent contractors.