1. Advertiser Information, Materials and Products

Advertiser shall provide colonialfsbo.com with true, accurate and current information for placements, listings or advertising made in online Internet services hereunder (the "Listings"). Advertiser certifies that it has the legal right to use all information, names, trademarks and search terms (collectively, "Advertiser Content") it provides or includes in its Listings. Advertiser understands and agrees that the Advertiser Content may be accessed and displayed on various Internet sites and services, and Advertiser hereby grants colonialfsbo.com and the operators of such sites or services (the “Listing Services”), including those set forth in this Contract, the right to market, display, reproduce (including compression and temporary storage), distribute, perform, transmit and promote the Advertiser Content together with any content or materials on any interactive site linked to the Advertiser Content or the Listings through the Listing Services.

Advertiser represents and warrants that: it has all necessary rights and permissions to offer, sell and/or license the products and services it promotes through the Listings and the Advertiser's website; and the Listings, Advertiser Content, Advertiser's website and Advertiser’s products and services (i) do not and will not violate any laws or regulations, (ii) do not and will not violate or infringe any third party's trademark, copyright, patent, privacy, publicity or other rights, (iii) are not false, misleading, defamatory or threatening and are not likely to result in fraud, damage, injury or harm to any person, and (iv) are free of viruses, worms, trojan horses or other codes or programming that will delay, disrupt, interfere with, or damage websites, software, computers or networks or expropriate any data or information.

Advertiser acknowledges that the various Listing Services on which Listings appear may require compliance with certain policies and guidelines, and Advertiser shall access or obtain copies of the then-current versions of such policies and guidelines. Advertiser shall be responsible for ensuring that the Advertiser Content, Listings and the Advertiser's website will at all times comply with all applicable policies and guidelines, including the privacy policies, terms of service, and advertising guidelines of the Listing Services on which Listings appear. Advertiser acknowledges and agrees that the Listing Services on which its Listings appear may refuse, remove or modify the Listings pursuant to such guidelines or policies.

Without limiting the foregoing, Advertiser will comply with all policies, requirements and guidelines of Listing Services that offer search features and listings and will not engage in any conduct or utilize any tactics prohibited by such Listing Services, including, without limitation, embedding clear images, listing irrelevant keywords to gain more traffic, adding adult content to its site, or tampering with meta tags. If, at any time, Advertiser violates the policies, requirements or guidelines of a Listing Service, then jamestownrealty.com may, at its option, terminate this Contract.

2. Colonialfsbo.com Services

Jamestownrealty.com's obligations hereunder are limited to transmitting the Advertiser Content provided by Advertiser to the Listing Services as set forth in the contract in the form and manner specified by such entities. Advertiser acknowledges that colonialfsbo.com does not produce, operate or transmit the Listing Services on which Listings may appear and that colonialfsbo.com acts only as a sales representative or reseller of advertising inventory, search or listing services for the Listing Services. Advertiser agrees that colonialfsbo.com shall not be responsible for the appearance, position, display, removal, refusal or modification of the Listings by any Listing Service. Colonialfsbo.com makes no representations or guarantees of any kind regarding the position, effectiveness, level of impressions, click-throughs, customer response or other performance of any Listings.

Colonialfsbo.com.com may terminate the Contract or suspend performance of its services in the event of (i) any termination or substantial modification of applicable products, services or features by the Listing Service, (ii) any failure to pay by Advertiser or (iii) any material breach of this Contract by Advertiser that remains uncured for 30 days or more after colonialfsbo.com has provided written notice of such breach to Advertiser.

3. Search Services

Search Service Restrictions: Advertiser will comply with all policies, requirements and guidelines of the Search Services (Google, Yahoo! Search, Looksmart, InfoSpace, Interchange, and others) and will not engage in any conduct or utilize any tactics prohibited by such Services, including, without limitation, embedding clear images, listing irrelevant keywords to gain more traffic, adding adult content to its site, or tampering with meta tags. If, at any time, Advertiser violates the policies, requirements or guidelines of a Search Service, then colonialfsbo.com may, at its option, terminate this Contract without refund or any other obligation to Advertiser.

Click Definition: "Click" means an internet user clicking on a link to Advertiser's web site in the Search Service's results listing for Advertiser, as counted by colonialfsbo.com.

4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

COLONIAL FSBO DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATION UNDER SECTION 6 BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF SUCH PARTY IS AWARE OF THE RISK OF SUCH DAMAGES, THAT ARISE OUT OF OR RELATE TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATION UNDER SECTION 6 BELOW, LIABILITY FOR DAMAGES OF ANY KIND SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY ADVERTISER TO COLONIAL FSBO UNDER THIS CONTRACT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.

5. Confidentiality

Except as necessary to fulfill its obligations in connection with this Contract, each party shall keep the existence and terms of this Contract confidential and neither party will publish any press release related hereto without the prior written consent of the other party.

6. Indemnity

Each party ("indemnifying party") hereby agrees to indemnify, defend and hold harmless the other party and the officers, directors, agents, affiliates, and employees of the other party 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 brought by a third party ("Third Party Liabilities") and arising out of any material breach by indemnifying party of any duty, representation or warranty under this Contract. Without limiting the foregoing, Advertiser shall indemnify, defend and hold harmless jamestownrealty.com and its officers, directors, agents, affiliates, and employees from and against all Third Party Liabilities arising out of any actual or alleged infringement or violation by the Listings or Advertiser Content of any third party's rights or the policies or guidelines of Listing Services on which the Listings may appear.

7. Amendment

Colonialfsbo.com reserves the right to make changes to the terms and conditions of this Contract by sending e-mail or other notification of such changes to Advertiser. If any proposed change is not acceptable to Advertiser, then Advertiser may terminate this Contract at any time before the changes take effect by providing written notice of such termination to colonialfsbo.com. Notwithstanding the foregoing, notice of any price increase shall be provided as set forth in the Pricing and Billing section of the Order form.

8. Miscellaneous

This Contract sets forth the entire agreement between Advertiser and colonialfsbo.com with respect to the transactions set forth herein, and supersedes any and all prior agreements of colonialfsbo.com or Advertiser with respect to such transactions.

Advertiser shall not make any assignment of this Contract or any rights benefits or obligations hereunder (including, without limitation, by way of merger or consolidation) without the prior written consent of Jamestownrealty.com. In the event of an assignment, this Contract shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and each of their respective successors and assigns.

This Contract shall be interpreted, construed and enforced in accordance with the laws of the Commonwealth of Virginia, except for its conflicts of laws principles. ADVERTISER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF VIRGINIA AND THE FEDERAL COURTS SITUATED IN THE COMMONWEALTH OF VIRGINIA IN CONNECTION WITH ANY ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT.