Policies

Agreement for Online Ad Management

Definitions

You or Your – person using Online Ad management services

We,Us,Our – Impirus Corporation

Advertising Site – Google

Impression – Your ad is returned on a search engine results page or other internet page, and can be viewed by an internet user

Click – Your ad is returned on a search engine results page or other internet page, and an internet user chooses to select your ad with his mouse in order to hyperlink to your website (or URL)

Pay-Per-Click – Your ad budget is used each time an internet user clicks on Your ad

Services to be provided

1. We do not guarantee any given amount of Impressions.

2. We do not guarantee any given amount of Clicks.

3. We will use reasonable efforts to spend Your full advertising budget. If Your monthly ad budget is not entirely used, You will be credited the remaining amount on the next billing cycle.

4. If it is determined that your budget exceeds that which is necessary for Your practice area and geographic location, recommendations will be made to lower your monthly budget.

5. If it is determined that your budget is insufficient to run ads daily, at all hours, for your practice area and geographic location, recommendations will be made to increase your monthly ad budget.

6. We make no guarantee that the Advertising Site will be available for display through the World Wide Web. We are not responsible for periodic downtime for maintenance, backup, acts of God, and other circumstances beyond our control or which are a normal part of the Internet business. We are not in control, own, manage, or are otherwise responsible for the Advertising Site.

7. We will be responsible for tracking Impressions and Clicks to Your site. We will report this information via email on a monthly basis. You will agree to treat this information as confidential. You may use the information for your internal business and marketing planning, but you may not disclose it to third parties without an advanced written consent.

8. We will write your ads within 5 days of receipt of completed Online Ad Management Form (link to form).

Your responsibilities and options

1. You must complete the Online Ad Management form.

2. You must approve Your ads before they are posted on the Internet.

3. You must follow the lawyer advertising rules set forth by your state(s) of licensure and any other applicable advertising rules.

4. You may periodically request changes to your advertising material, through the appropriate web-based interface.

Placement of the Advertising

We reserve all decisions and matters concerning the placement of your ad on pages of the Advertising Site, software solutions, hardware configurations, system components, categories of advertising, search engine results and search parameters and other operational and administrative matters pertaining to the construction and operation of the Advertising Site.

Proprietary Rights

You grant us a non-exclusive license to use Your advertising material, including its trademarks and copyrights, and the right to hyperlink to your site from the Advertising site during the term of this Agreement.

Representations and Warranties

1. You represent and warrant that your advertisements are not false and misleading, do not contain any untrue materials, are in compliance with all applicable laws, and do not infringe upon the rights of any other party. You also warrant and represent that you have the unrestrictive and exclusive right to use all such materials.

2. We make no warranties that the advertising contained on the Advertising Site will be free from errors or defects or that the access to your site through a hypertext link will be uninterrupted.

Indemnification

You will indemnify and hold Us harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations, and all other matters including but not limited to court costs, attorney fees, witness fees, settlement fees, and all other direct and indirect expenses and losses that may occur arising from the breach of any of the representations and warranties that you have made to Us and otherwise arising directly or indirectly from the placement of Your advertising materials on the Advertising Site.

Force Majeure

We will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of God, storm, natural disaster, act of terrorism, utility outages or interruptions, system transmission failure, server failure, strike, lockout, or any other situation which is beyond our control.

Cancellation

1. You may cancel the online ad management service at any time, through the appropriate web-based cancellation interface.

2. If you cancel the service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again. Any unused portion of your current paid up month will not be refunded.

3. Upon cancellation of service, we agree to remove the hyperlink and the advertising materials from the Advertising site within a reasonable time.

4. We are not liable for any loss resulting from cancellation.

Termination of Agreement

1. Your cancellation of online ad management services also results in the termination of this agreement. However, the Terms of Service and Privacy Policy still apply to other continuing Impirus services.

2. We reserve the right to terminate this agreement if in our reasonable judgment, your participation is the source or target of a violation of any of these terms, or for any other situation we deem reasonably necessary.

Entire agreement

This Agreement, our current Terms of Service, and our Privacy Policy are our entire agreement with you and supersede any prior agreements or prior terms of service or policies.

Applicable law and jurisdiction

Our Agreement for Online Ad Management Services is subject to the governing laws of the State of Texas. Only courts of competent jurisdiction in Texas shall have original jurisdiction over any disputes arising hereunder or relating to the Software or Services, and any action hereunder must be brought in Dallas County, Texas.

(Revised March 14, 2010)

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