1. Advertising Guidelines. NVST.com may, in its complete discretion, refuse any advertising that it deems unacceptable, and NVST.com will have the right to remove the Advertisement from the Service at any time without prior notice to Advertiser. NVST.com will notify Advertiser following any removal of any Advertisement from the Service and will credit or refund to Advertiser a pro-rata share of the amount paid NVST.com to display the Advertisement based on the number of days that the Advertisement was displayed during the Contract Period. NVST.comwill not be liable in any way for any rejection or removal of any advertising. In addition, Advertiser will comply with all applicable portions of the Direct Marketing Association's then-current Guidelines for Ethical Business Practices and all applicable federal, state and local laws and regulations.

2. Payment. Advertiser will pay NVST.com the amount listed on the Insertion Order upon receipt of the NVST.com invoice. Advertiser will be responsible for all taxes in connection with the Advertisement. Should NVST.com fail to display the Advertisement in accordance with the Insertion Order due to Advertiser's failure to meet the submission date(s) or failure to comply with NVST.com's Technical Specifications, Advertiser will remain liable for the full amount indicated on the Insertion Order. If the failure to display the Advertisement is due to any other reason, NVST.comwill credit or refund to Advertiser the prorated amount based on the number of days the Advertisement is displayed during the Contract Period, and such failure will not constitute a breach of this Agreement.

3. Usage Statistics; Use of Names. If NVST.com is able to compile usage statistics for the Advertisement, NVST.com will provide Advertiser following the Contract Period with such statistics in a format determined by NVST.com. Advertiser may not distribute or disclose usage statistics to any third party without NVST.com's prior written consent. NVST.com makes no guarantees regarding the accuracy, reliability or completeness of any usage statistics provided to Advertiser. If Advertiser receives names and/or addresses of individuals in connection with the Advertisement, then Advertiser may not rent, sell or barter such names or addresses. Advertiser may use the names and addresses in connection with its business, but under no circumstances may Advertiser identify, promote or otherwise disclose such names and/or addresses as members of the Service. Advertiser may not make any promotional or merchandising references to NVST.com in any way without NVST.com's prior written consent.

4. Modification and Operation of the Service. NVST.com reserves the right to redesign or modify the organization, structure or "look and feel" of the Service at any time without notice. In the event such modifications affect the placement of the Advertisement, NVST.com will notify Advertiser and will work with Advertiser to display the Advertisement in a comparable place on the Service. NVST.com makes no representations, warranties or guarantees of any kind, either express or implied, with respect to the Service, or the functionality, performance or results of use thereof, including, without limitation, any warranties of merchantability, fitness for a particular purpose or other warranties arising by usage of trade, course of delaying or course of performance. Without limiting the generality of the foregoing, NVST.com does not warrant or guarantee that the Service or operation thereof will be uninterrupted or will meet Advertiser's requirements.

5. Indemnification. Advertiser will indemnify, defend and hold harmless NVST.com and its affiliated companies from and against all claims, actions, liabilities, losses, expenses, damages and costs (including without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (a) for libel, violation of right of privacy or publicity, copyright infringement, fraud, false or deceptive advertising, misrepresentation or product liability in connection with the Advertisement or Advertiser's World Wide Web site, (b) relating to any virus, worm or "Trojan horse" or other contaminating or destructive features contained in the Advertisement or on Advertiser's World Wide Web site, or (c) otherwise relating to the Advertisement, Advertiser's World Wide Web site, or any other materials or information to which subscribers to the Service can link from the Advertisement. NVST.com will notify Advertiser promptly of any claim, action or demand for which indemnity is claimed and will cooperate reasonably with Advertiser at Advertiser's expense. The law firm Advertiser chooses to defend NVST.com must be experienced in defending similar claims and will be subject to NVST.com's approval, which will not be unreasonably withheld. Advertiser may not settle any lawsuit relating to the Advertisement without the prior written consent of NVST.com. NVST.com will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense.

6. Limitation of Liability. Neither party will have any liability or responsibility for any special, indirect, incidental, consequential or exemplary damages in connection with this Agreement, including, without limitation, damages relating to the loss of profits, income or goodwill, the rejection or removal of any advertising, or any delay in displaying or the failure to display an Advertisement, even if aware of the possibility of such damages. In no event will either party's liability for monetary damages under this Agreement exceed the amount paid by Advertiser to NVST.com for the Advertisement which is the basis of liability. None of the foregoing limitations will apply to Advertiser's indemnification obligations contained in Paragraph 6 above.

7. Agency. If Agency signs the Insertion Order, it does so as Advertiser's agent, and Advertiser and Agency will be jointly and severally liable for all obligations hereunder. Agency represents that it has full authority to act on Advertiser's behalf, provided, however, that nothing herein will release Advertiser from any obligation or liability hereunder, and NVST.commay look to Advertiser for performance of all obligations under this Agreement.

8. General Provisions. NVST.com reserves the right to change its advertising rates or these Terms and Conditions prior to acceptance of an Insertion Order without notice. Either party may terminate this Agreement upon not less than ten (10) days prior written notice to the other if the other party has materially breached any of the terms and conditions of this Agreement and has failed to cure such breach within ten (10) days of its receipt of written notice from the non-breaching party describing the breach. Advertiser may not assign this Agreement or any of its rights or delegate any of its duties hereunder this Agreement without NVST.com's prior written consent. All notices, demands and other communications hereunder must be in writing or by written telecommunications and will be deemed to have been duly given: (a) if mailed by certified mail, postage prepaid, on the date three (3) days from the date of mailing, (b) if delivered by overnight courier, when received by the addressee or (c) if sent by confirmed telecommunication, one business day following receipt by the addressee at the addresses set forth on the Insertion Order, or such other address as either party may specify in writing. In the event any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties. Any additional or conflicting conditions, printed or otherwise, appearing on any orders, copy instructions or other documents will be of no effect. This Agreement will be construed in accordance with the laws of the state of Washington without regard to its conflict of law principles, and the parties consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over King County, Washington. The terms of Paragraphs 2 through 8 will survive expiration or termination of this Agreement.