Facebook Advertising Terms and Conditions

Date of Last Revision: November 14, 2007.

Advertising Services. Advertisements will be placed based on the information I provide in my advertising order, and Facebook makes no guarantee regarding the results I will obtain from my advertisements. I am solely responsible for all the information I provide, including targeting options, keywords, ad content, and URLs, as well as the websites, products and/or services I am advertising. So that Facebook can place the advertisements I order, I grant to Facebook a worldwide, nonexclusive, royalty-free, perpetual, fully sublicensable, and irrevocable license to place, publish, reproduce, copy, distribute, perform and display the advertisements. I understand and agree that advertisements may be placed on any content or property provided by Facebook along with any other content or property provided by a third party upon which Facebook places ads, and I authorize and consent to all such placements. I understand that Facebook will determine, in its sole discretion, how to measure the number of impressions, inquiries, conversions, clicks, or other actions taken by third parties in connection with my advertisements, and all charges will be based on such measurements. I understand and agree that Facebook may access, use and analyze such measurements for any internal business purpose (e.g. for the purposes of targeting delivery of other advertisements or other content to persons who have taken actions in connection with my advertisements) and may publish such measurements in its sole discretion. I understand that materials submitted by me to Facebook will not be returned upon termination of this Agreement or otherwise.

Facebook Policies. All advertisements must comply with the Facebook Advertising Guidelines, and any other policies or guidelines that Facebook makes applicable to this service.

Payment. I agree to pay all amounts specified in the advertising orders I place, along with any applicable taxes, by providing a valid credit card or other means authorized in writing by Facebook. All payments will be made in US Dollars. To the extent I have provided a credit card, I authorize Facebook to charge my credit card for any and all amounts due. Facebook may charge such amounts at the time the order is placed or at any time thereafter. I further authorize Facebook to obtain pre-approval from my credit card issuer. Payments not made when due will bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less), but payment of interest will not excuse or cure any failure to make any payment when due. I am responsible for maintaining the security of my account (including my user name and password), and understand I will be charged for any orders placed by or through my account, even if such orders were not authorized by me. Facebook will not be liable for any loss or damage arising from my failure to maintain the security or confidentiality of my account. Refunds (if any) are at the discretion of Facebook and may be in the form of a credit for advertising placement on Facebook. To the fullest extent permitted by law, I waive all claims against Facebook related to charges (including any claims related to suspected invalid clicks or other actions) unless claimed within 60 days after the charge.

Cancellation and Termination of Account. Facebook may reject or cancel any order I place, reject or remove any of my advertisements, and/or terminate my account, in its sole discretion, for any reason or no reason at all. Without limiting the foregoing, Facebook has adopted a policy of terminating in appropriate circumstances advertisers who are repeat infringers of intellectual property rights. I may cancel my order at any time, but only through the online, self-service interface I used to place the order. I understand that advertisements may continue to run for up to seven (7) days after Facebook receives the cancellation notice, and that I must still pay for such advertisements.

Representations and Warranties. I represent and warrant that: (a) I have all rights in and to the advertisements that are necessary to place and display the advertisements, and to grant the rights granted under these terms; (b) the advertisements are not false or misleading; (c) the advertisements fully comply with the Facebook Advertising Guidelines and any other applicable policies; (d) the advertisements, along with the products or services being advertised, do not infringe the rights of any third party, and do not violate or encourage the violation of any applicable laws or regulation.

Disclosure of Information. I acknowledge and agree that any credit card and related billing information that I provide to Facebook may be shared by Facebook with Facebook’s service providers (including payment processors and credit agencies) solely for the purposes of checking credit, effecting payment to Facebook and servicing my account. I further agree that Facebook may provide information in response to valid legal process, such as subpoenas, search warrants or court orders, or to establish or exercise its legal rights or defend against legal claims. Facebook will not be liable for any use or disclosure of such information by such third parties.

Sublicense. Facebook grants to me a license or sublicense, under all rights owned or licensed by Facebook, of any rights necessary to permit my advertisements to be placed and displayed on the Facebook site as contemplated by this Agreement, including any intellectual property rights or rights of privacy and publicity associated with any User Content (as that term is defined in the Facebook Terms of Use).

Authority to Enter into this Agreement. The individual who clicks on the "Place Order" button or otherwise submits an order represents and warrants that he or she is either (1) acting on behalf of himself or herself, and will be personally bound by these terms, or (2) acting as an agent or authorized representative of his or her principal (including any entity he or she represents) and has actual authority to bind that principal to these terms as if that principal were named in this Agreement in place of that individual. He or she further agrees that if it is found that he or she did not have authority to bind that principal, he or she will be personally responsible for the obligations in these terms and the advertising order he or she placed, including, without limitation, the payment obligations.

Modification of Terms. I agree and acknowledge that Facebook may modify these terms, the Advertising Guidelines and/or any of the other Facebook policies at any time, and that posting the modifications on the Facebook.com site will constitute sufficient notice of such modifications. To the extent that I have placed an order for any advertisements that are running at the time of any modification, I acknowledge and agree that any such modification will apply to the balance of the advertisements that remain to be run after the date such modification is posted. I further agree that I am obligated to check for any such modifications, and that the placing of an order or continued use of any Facebook advertising services after posting of any modifications constitutes acceptance of the modifications.

Indemnification. I agree to indemnify and defend Facebook from and against any claims, liabilities, costs and expenses (including reasonable attorney's fees) arising out of (1) any advertisements provided by or through me, including all content and links contained therein, (2) any website to which my advertisement links, (3) the products or services I am advertising, and (4) the violation of any laws or third party rights, including, but not limited to, intellectual property rights, by me, my agents or my partners.

DISCLAIMER OF WARRANTIES: TO THE FULLEST EXTENT PERMITTED BY LAW, FACEBOOK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES FOR NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PURPOSE. FACEBOOK DOES NOT GUARANTEE OR WARRANTY ANY PARTICULAR RESULTS FROM THE ADVERTISEMENTS I PLACE OR THE SERVICES PROVIDED BY FACEBOOK. I UNDERSTAND THAT THIRD PARTIES MAY GENERATE IMPRESSIONS, CLICKS, OR OTHER ACTIONS AFFECTING THE COST OF THE ADVERTISING FOR FRAUDULENT OR IMPROPER PURPOSES, AND I ACCEPT THE RISK OF ANY SUCH IMPRESSIONS, CLICKS, OR OTHER ACTIONS. FACEBOOK SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO ME IN CONNECTION WITH ANY THIRD PARTY CLICK FRAUD OR OTHER IMPROPER ACTIONS THAT MAY OCCUR.

LIMITATION OF LIABILITY. FACEBOOK WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA, OR FOR ANY LOSS OR INTERRUPTION TO BUSINESS, ARISING OUT OF OR RELATING IN ANY MANNER TO THE ADVERTISING SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FACEBOOK'S AGGREGATE LIABILITY TO ME EXCEED THE AMOUNT I ACTUALLY PAY TO FACEBOOK FOR THE ADVERTISEMENTS GIVING RISE TO THE CLAIM.

Governing Law. I agree that these terms and conditions, and any dispute relating to them, will be governed by the laws of the State of California without regard to its conflict of law principles.

Arbitration. I agree that, except as otherwise provided for in this paragraph, all claims and disputes that arise out of or relate in any way to my advertisements or these terms and conditions will be resolved either by (a) binding arbitration by a sole arbitrator in Santa Clara County, California, or (b) binding non-appearance based arbitration conducted by telephone, online, or based solely on written submission.. Arbitration under this Agreement shall be conducted through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. With respect to any claims or disputes I intend to bring on behalf of a class, I further agree to arbitrate whether a class should be certified before bringing such action in a court of law. If the arbitrator refuses to certify the class, I will continue to resolve my individual claims or disputes through binding arbitration. If the arbitrator finds a class should be certified, I may file the class action in a court located in Santa Clara County, California. Claims for injunctive or other equitable relief pending the conclusion of an arbitration under this section must also be brought in a court in Santa Clara County, California. For purposes of such relief or remedy, or any other court proceeding under this section, I agree to submit to the exclusive jurisdiction of the state and federal courts located in Santa Clara County, California.

Miscellaneous. These terms and conditions, the Advertising Guidelines and other applicable Facebook policies, and the terms of any applicable advertising order submitted through the site constitute the entire and exclusive agreement between the parties with respect to any advertising order I place, and supersede and replace any other statements, documents, materials, agreements, terms, and conditions applicable to any such order. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Facebook's failure to enforce or delay in enforcing any provision of this Agreement will not be deemed a waiver of that provision, and any waiver of any default under this Agreement will not be deemed to be a waiver of any subsequent default. I agree that Facebook may provide effective notice to me by sending an email to the email address specified in my account, and the notice will be deemed received when sent. I agree that any notices I send to Facebook will be sent via courier or registered mail to 156 University Avenue, Palo Alto, CA 94027, Attn: General Counsel, Facebook Inc., and will be deemed received when such notice is received by Facebook. Except for any obligation to perform the advertising services, these terms and conditions will survive the completion or termination of any advertising order or any termination of my account. I may not assign this Agreement, or any of my rights under this Agreement, or delegate any of my obligations under this Agreement, without Facebook's prior written consent, and any attempt to do so is void. Facebook and I are independent contractors, and no partnership, agency relationship, joint venture or other relationship is created by this Agreement.