Last Updated – February 01st, 2013
Bing Ads Terms and Conditions

IF YOUR PRINCIPAL PLACE OF BUSINESS IS IN THE UNITED STATES, SECTION 9 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH MICROSOFT. PLEASE READ IT.

1. INTRODUCTION. This is a contract between you ("Advertiser" or "You") and Microsoft Online, Inc. located at 6100 Neil Road, Reno, NV 89511 ("Microsoft"). If You are procuring these services from India, then Your contract will be with Microsoft Corporation (India) Private Limited (with its registered office at F-40, N.D.S.E – I, New Delhi-110049). If You are procuring services from Taiwan, then Your contract will be with Microsoft Taiwan Corporation (with its registered office at 8F, No.7, Sungren Rd. Xinyi Dist., Taipei City 11073 Taiwan). If You are procuring services from Brazil, then Your contract will be with Microsoft do Brasil Importação e Comércio de Software e Video Games Ltda., enrolled with the CNPJ under No. 04.712.500/0001-07, Address: Avenida das Nações Unidas, 12.901 - Andar 27 Parte A, Itaim Bibi, CEP 04578-000 Sao Paulo SP Brasil.
This contract applies to Your participation in the Bing Ads online advertising program (the "Bing Ads Program"). No other terms of any sort appearing in any other communications from You to Microsoft in connection with an order for Bing Ads Program services alter or supplement this agreement. You represent and warrant that You are authorized to enter into this agreement and act on behalf of any third party for which You facilitate the Bing Ads Program, and that Your use of the Bing Ads Program is for commercial purposes only. Microsoft may change this agreement at any time upon notice to You in accordance with the provisions of Section 11. Your continued participation in the Bing Ads Program after any such notice will signify Your acceptance of such change.

2. BING ADS. Subject to Your compliance with this agreement, and such other rules and procedures as Microsoft may publish from time to time, You may access the Bing Ads Program through the Bing Ads website, currently located at http://bingads.microsoft.com and certain related websites (collectively, the "Bing Ads Site"). You may access the Bing Ads Site solely to manage Your Bing Ads Program account, including to submit bids for the ability to display advertisements ("Advertisements") in response to certain keywords or other matching criteria ("Keywords") on the network of advertising channels operated by Microsoft and the Microsoft network of participating websites and other distribution outlets (collectively, the "Yahoo! Bing Network"). You will protect any passwords or other credentials associated with Your account(s) and take full responsibility for any use of the account(s) under Your password.

3. CONTENT; PROGRAM CODE OF CONDUCT. Advertisements may include, at the discretion of Microsoft, text, graphics, a listing title, or a listing description. You will provide Microsoft with all text, logos, images, and URLs ("Content") for the Advertisements. The Content, the Advertisements, and any website to which such Advertisements link an end user will comply with the published requirements for the Bing Ads Program (currently available at http://bingads.microsoft.com) including its trademark policies, editorial guidelines and creative specifications as well as all applicable laws, rules and guidelines. You will ensure that the Content is absolutely free of legally prohibited/banned objects. You hereby grant Microsoft and its affiliates a nonexclusive, royalty-free, worldwide right and license to reproduce, publicly perform, display and distribute, resize or edit the Content solely for the purpose of providing services to You in connection with this agreement. Your failure to meet applicable time requirements or specifications in connection with the delivery of Content may delay or prevent placement of the Content on the Yahoo! Bing Network, or cause its removal from the Yahoo! Bing Network. Microsoft may, at its sole discretion, label any Advertisement as a "sponsored site," "advertisement" or similar designation for clarification purposes. You will not implement and/or use technology that prevents a user from using the "Back" button on such user's browser to return to the prior site or any Microsoft site.

4. PAYMENT; REPORTING.
a. Postpay Calculation. If You elect to participate in the Bing Ads Program on a postpay basis, You agree to pay Microsoft the charges due for the Bing Ads Program based on the number of Clicks delivered by Microsoft multiplied by the cost of the Advertisement, which will be computed in accordance with Microsoft standard policies (the "Click Fees"). You may authorize a third party to pay Your Click Fees on Your behalf, but You are responsible for any payment obligations arising out of Your participation in the Bing Ads Program. As used in this agreement, one "Click" means an action associated with clicking upon or accessing, in a single instance, a hypertext link contained in the Advertisement. If You have elected monthly invoice billing, we will send You an invoice via postal mail at the end of Your billing cycle for the amount due and the payment due date. If You have elected threshold billing, You authorize Microsoft to automatically charge Your payment method for the balance due upon reaching Your Click Fee budget, or the end of Your billing cycle, whichever occurs first.

b. Prepay Calculation. If You elect to participate in the Bing Ads Program on a prepaid basis, You agree to pay Microsoft a specified amount prior to initiating an Advertising campaign(s). You will be asked to set the amount to be charged during creation of a new account or Advertising campaign. You may change the prepaid amount to be charged at any time via the Bing Ads Site. However, You may be subject to certain minimum and maximum charge requirements depending on Your location, currency, or payment method, among other things. You may authorize a third party to prepay Your Bing Ads account on Your behalf, but You are responsible for any payment obligations arising out of Your participation in the Bing Ads Program. You will be notified when Your prepaid account reaches a minimum balance threshold, at which time You must make a payment to replenish Your prepaid account, or, if You have elected automatic payments, You authorize us to charge Your payment method to replenish Your prepaid account.

c. Payment Method Selection; Payment Information. You will select an available payment program (i.e., prepaid or postpay) when You enroll in the Bing Ads Program. You will provide to Microsoft any payment information (e.g., credit card, debit or check card number) required for such payment program. You represent and warrant to Microsoft that You are authorized to use the payment method(s) provided to Microsoft, and that any payment information that You provide to Microsoft, including Your card account number, billing address and card expiration date, is true and accurate, and You agree that You will promptly update Microsoft with any changes to such payment information. Your use of the Bing Ads Program constitutes Your authorization for Microsoft to charge Your payment method for any prepaid amounts or any amounts incurred in connection with the Bing Ads Program. Microsoft may submit such charges for payment utilizing the payment information that You have supplied and You hereby agree to pay any such charges. You further authorize Microsoft to use any updated account information regarding your payment method provided by your issuing bank or the applicable payment network.

d. Payment Frequency. If You elect automatic payment, you expressly authorize Microsoft to charge Your payment method on an ongoing basis for incurred Click Fees (if any) for postpay accounts, or to replenish your prepaid account, in accordance with the applicable payment program. You understand that Microsoft will suspend the display of Your Advertisements (i) for the remainder of any calendar month once an applicable monthly Click Fee budget is reached, (ii) if you fail to pay Your invoice by the stated invoice due date, (iii) if Your payment method is rejected (e.g., expired card, insufficient funds), or (iv) on the end date You specify in Your Bing Ads account. For the avoidance of doubt, Microsoft may resume displaying Your Advertisements on the first day of each subsequent calendar month if You do not specify an end date in Your Bing Ads account.

e. Revocation of Payment Method. You may revoke at any time Your authorization for Microsoft to automatically charge Your payment method for ongoing Click Fees or other charges by suspending the applicable campaign(s) via the Bing Ads Site. Microsoft will honor such revocation by the end of the second business day after You suspend a particular campaign. You acknowledge that any revocation of such authorization may require the removal of Your Content from the Yahoo! Bing Network. You further acknowledge that (i) You remain responsible for all Click Fees incurred through the end of the second business day following the date on which You revoke Your authorization, (ii) Microsoft may charge Your payment method for any unpaid amounts at the end of the billing period following the date on which You revoke Your authorization, and (iii) Microsoft will refund any amounts remaining in your prepaid account balance, subject to application of such funds to any outstanding amounts due by You.

f. Billing. You may view reports of Microsoft’s calculation of Click Fees online through the Bing Ads Site, and the Microsoft reports will be the exclusive standard for billing. It is Your responsibility to print or save a copy of each online report and to retain copies for your records.
g. Default; Billing Disputes. If You are in default of Your obligations, Microsoft may immediately charge Your payment method for any other amounts owing (e.g., amounts owing on other accounts or campaigns), remove Your Content or any part thereof from the Yahoo! Bing Network, and terminate this agreement in addition to any other rights or remedies Microsoft may have. Removal of the Advertisements will not relieve You of Your obligation to pay Click Fees owing to Microsoft for Click Fees that accrue prior to such removal. You understand that third parties may generate impressions or Clicks on Your ads for prohibited or improper purposes, and You accept the risk of any such impressions and Clicks. You must notify Microsoft in writing of any disputed amount within 45 days following the date of an invoice or charge to Your payment method whichever occurs first or Your dispute will be waived. You may dispute only amounts You believe resulted from a billing error or Click Fees You did not agree to pay. Following receipt by Microsoft of such written notice, Microsoft will research such inquiry and will notify You of a resolution within a reasonable time, subject to applicable law. Microsoft will resolve such inquiry at its sole discretion, and Microsoft has no obligation to provide a particular remedy to You. Any remedy Microsoft provides will be Your sole and exclusive remedy for such dispute. If You fail to provide Microsoft with timely written notice of the disputed invoice or charge, You remain obligated to pay the full invoiced amount. If Microsoft does not resolve the dispute to Your satisfaction and You wish to pursue it, You must follow the dispute resolution process in Section 9.

h. Taxes. Click Fees due hereunder do not include any federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions contemplated under this agreement. You shall pay to Microsoft any applicable value added, sales, service or use taxes or like taxes that are owed by You solely as a result of entering into this agreement and which are permitted to be collected from You by Microsoft under applicable law.

If any taxes are required by law to be withheld, on payments made by You to Microsoft, You may deduct such taxes from the amount owed to Microsoft and pay them to the appropriate taxing authority; provided however, that You shall promptly secure and deliver to Microsoft an official receipt for any such taxes withheld or other documents necessary to enable Microsoft to claim a Tax Credit. You will make certain that any taxes withheld are minimized to the extent possible under applicable law.
i. Change in Bing Ads Pricing. Microsoft may, from time to time, change applicable Bing Ads price(s), including but not limited to the minimum cost of Advertisements, but we will notify you before we do. Your continued use of Bing Ads following notice of any price change shall constitute Your acceptance of such price change(s) and Your authorization for Microsoft to continue charging Your payment method for any prepaid amounts or any amounts incurred in connection with the Bing Ads Program. If You do not agree to such price changes, then You must revoke your payment authorization and/or cancel Your Bing Ads account or campaign within 30 days, subject to the terms of revocation and cancellation set forth in this agreement.

5. BING ADS API

a. API Access. Microsoft may, subject to Your compliance with this agreement and any other Microsoft program requirements, grant You with the use of and access to the Bing Ads application programming interface ("API"). The API enables programmatic access to the advertiser accounts for the Microsoft Bing Ads advertising service ("Bing Ads Accounts"). If You have a single user token, You may use the API only to manage Your own Bing Ads Accounts. If You have a third-party development token, You may use the API to manage Your own Bing Ads Accounts and to develop software or services for use by others to manage their own Bing Ads Accounts. Microsoft reserves the right to discontinue offering the API at any time at its sole discretion. Microsoft may provide You one or more passwords or other credentials for use of the API ("API Credentials"). These API Credentials are separate from the credentials associated with Bing Ads Accounts. You may not use the API to create new Bing Ads Accounts even if the API enables such functionality. You may use the API only to manage existing Bing Ads Accounts.

b. Prohibited Actions. You will not, and will not authorize any third party to (i) use any automated means, including, without limitation, agents, robots, scripts or spiders, to access the API or bypass the Microsoft tools or services to interfere or attempt to interfere with the proper working of Bing Ads or the API, (ii) take any action that imposes an unreasonably or disproportionately large burden on Microsoft’s infrastructure, including the API, as determined by Microsoft at its reasonable discretion; or (iii) otherwise engage in any other unlawful or fraudulent practices in connection with Your use of the API.

c. Protecting API Credentials. You must protect the confidentiality and security of Your API Credentials. This includes (i) not sharing or disclosing Your API Credentials to any third party; (ii) notifying Microsoft immediately if Your API Credentials are stolen or leaked; and (iii) using reasonable technical means to secure the API Credentials within Your software or service, including not storing the API Credentials in plain text in a configuration file, in clear text as appended to a URL address, or in any other means that enables easy, unencrypted access to the API Credentials.

d. Protecting Bing Ads Account Credentials. You must also take reasonable precautions to protect the confidentiality and security of account credentials (e.g., user names and passwords) associated with Bing Ads Accounts that You manage using the API. This includes not storing such credentials in plain text in a configuration file, in clear text as appended to a URL address, or in any other means that enables easy, unencrypted access to such credentials.

e. Authorized Transactions Only. You may use the API to conduct transactions associated with a particular Bing Ads Account only if the transaction has been authorized by the owner of the Bing Ads Account. By using the API to conduct transactions associated with a particular Bing Ads Account you represent and warrant that You have authorization of the owner of the Bing Ads Account.

6. DATA USE. Notwithstanding anything to the contrary in this agreement or the applicable Microsoft privacy policy, all data and information that Microsoft gathers or receives in connection with providing the advertising services and products under this agreement, may be shared with selected third parties as necessary or required in order to provide the services to You under this agreement.

7. YOUR RESPONSIBILITY FOR ADVERTISEMENTS AND YOUR WEBSITE.
a. Keyword Responsibility. You are responsible for Your Content, Advertisements (including any associated Keywords that You select) and the content of any website linked to by Your Advertisements. Without limiting the generality of the foregoing, You hereby acknowledge that Microsoft is not responsible for the content or maintenance of Your website(s), or websites owned or operated by any third party (including, without limitation, other advertisers), nor is Microsoft responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Your website(s) or websites owned or operated by any third party (including, without limitation, other advertisers).

b. Campaign Content. Microsoft may assist You with Your Bing Ads experience, including suggestions for certain potential keyword selections, advertising copy, budget recommendations or other elements of an advertising campaign (collectively, the "Campaign Content"). You may provide Microsoft certain information about Your products or services, keyword selections, anticipated budget and other information reasonably requested by Microsoft to assist You in determining the Campaign Content for advertising through Bing Ads (collectively, the "Advertiser-Provided Materials"). You may authorize Microsoft to access Your Bing Ads account to place Your Advertisements on Bing Ads on Your behalf. If You authorize Microsoft to place Your Advertisements on Your behalf, then You are deemed to have approved all placement of Your Advertisements unless You provide to Microsoft contemporaneous documentary evidence showing that You disapproved such placements. You hereby grant Microsoft a royalty-free, non-exclusive, non-transferable license in perpetuity to use, reproduce and modify the Advertiser-Provided Materials for the purpose of providing such services to You. You are solely responsible for reviewing any suggested Campaign Content and determining its truthfulness, accuracy, completeness, lawfulness and appropriateness. Without limiting the generality of the foregoing, You are solely responsible for determining whether any keywords or advertising text contained in the Campaign Content violate any trademark or other rights of any third party. The decision to use any of the Campaign Content in a campaign within Bing Ads or on any other media outlet is solely Yours.

c. Representations and Warranties. You represent, covenant and warrant to Microsoft that: (i) the Content is accurate, complete and current, and You are fully authorized to publish the Content and authorize Microsoft to publish the Advertisements containing the Content throughout the Yahoo! Bing Network; (ii) the Content, and any website linked to from Your Advertisements in each case in the Yahoo! Bing Network market or jurisdiction selected by You for display of Your Advertisements (a) complies with all applicable laws and regulations, (b) does not infringe, misappropriate or otherwise violate any third party intellectual property right, (c) does not breach the rights of any person or entity, including, without limitation, rights of publicity or privacy, and is not defamatory, and (d) does not and will not result in consumer fraud (including being unfair, deceptive, false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iii) in the Yahoo! Bing Network market or jurisdiction selected by You for display of Your Advertisements, the Keywords that You select, when used in connection with Your Advertisements, do not infringe upon or otherwise violate the trademarks or other rights of any third party; (iv) You will not use, and will not authorize any third party to use, any automated means, including, without limitation, agents, robots, scripts or spiders, to access Your Bing Ads Program account, to monitor or copy Yahoo! Bing Network or the content contained therein, or bypass Microsoft tools or services to interfere or attempt to interfere with the proper working of Microsoft or the Yahoo! Bing Network and will not generate automated or fraudulent impressions or clicks of advertisements on the Yahoo! Bing Network; (v) You are a business, not a consumer; and (vi) You will not take any action that imposes an unreasonably or disproportionately large burden on Microsoft infrastructure, including Bing Ads, as determined by Microsoft at its sole discretion.

d. Indemnity. You will indemnify, defend and hold Microsoft and its affiliates, agents and employees harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of the Content, Your Advertisements, Your website, Advertiser Provided Materials, Campaign Content, Your use of the API, or any breach by You of any representation or warranty under this agreement. Microsoft will have the right to participate in any defense under this Section 7(d) with counsel it selects, and You will not agree to any settlement that imposes any obligation or liability on Microsoft without the prior written consent of Microsoft.

8. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE BING ADS PROGRAM, THE BING ADS SITE, THE YAHOO! BING NETWORK AND ANY ASSOCIATED PRODUCTS OR SERVICES (INCLUDING THE SUPPLEMENTAL PROGRAMS SET FORTH IN SECTION 7(b) ABOVE) IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE BING ADS PROGRAM, THE BING ADS SITE, THE YAHOO! BING NETWORK AND ANY ASSOCIATED PRODUCTS OR SERVICES AND ANY MATERIALS OR OTHER SERVICES PROVIDED BY OR ON BEHALF OF MICROSOFT PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND WITH ALL DEFECTS, AND MICROSOFT HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING REPRESENTATIONS AS TO THE QUALITY OF THE BING ADS PROGRAM, THE BING ADS SITE, THE YAHOO! BING NETWORK OR ANY ASSOCIATED PRODUCTS OR SERVICES, THE EFFECT THE ADVERTISEMENTS MAY HAVE ON ADVERTISER'S BUSINESS AND THE OPERABILITY OF ANY TOOLS USED BY ADVERTISER OR AGENCY TO ACCESS SUCH PARTY'S MICROSOFT BING ADS ACCOUNT. EXCEPT FOR AMOUNTS OWING PURSUANT TO SECTION 7(d), NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION). MICROSOFT WILL HAVE NO LIABILITY HEREUNDER BY REASON OF ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS DUE TO FORCE MAJEURE, AND WILL NOT BE LIABLE TO ADVERTISER FOR DAMAGES IN EXCESS OF AMOUNTS ACTUALLY PAID TO MICROSOFT HEREUNDER.

9. BINDING ARBITRATION AND CLASS ACTION WAIVER IF YOUR PRINCIPAL PLACE OF BUSINESS IS IN THE UNITED STATES. This section applies to any dispute EXCEPT IT DOES NOT INCLUDE A DISPUTE RELATING TO THE ENFORCEMENT OR VALIDITY OF YOUR, MICROSOFT’S, OR EITHER OF OUR LICENSORS’ INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between You and Microsoft concerning the services (including their price) or this agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.

a. Notice of Dispute. In the event of a dispute, You or Microsoft must give the other a Notice of Dispute, which is a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute by U.S. Mail to Microsoft Corporation, ATTN: LCA ARBITRATION, One Microsoft Way, Redmond, WA 98052-6399. A form is available at go.microsoft.com/fwlink/?LinkId=245499. Microsoft will send any Notice of Dispute to You by U.S. Mail to your address if we have it, or otherwise to Your email address. You and Microsoft will attempt to resolve any dispute through informal negotiation within 60 days from the date the Notice of Dispute is sent. After 60 days, You or Microsoft may commence arbitration.

b. Small Claims Court. You may also litigate any dispute in small claims court in your county of residence or King County, Washington, if the dispute meets all requirements to be heard in the small claims court. You may litigate in small claims court whether or not You negotiated informally first.

c. Binding Arbitration. If You and Microsoft do not resolve any dispute by informal negotiation or in small claims court, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator’s award.

d. Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither You nor Microsoft will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

e. Arbitration Procedure. Any arbitration will be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules. If you are an individual and use the services for personal or household use, or if the value of the dispute is $75,000 or less whether or not You are an individual or how You use the services, its Supplementary Procedures for Consumer-Related Disputes will also apply. For more information, see www.adr.org or call 1-800-778-7879. To commence arbitration, submit the form available at go.microsoft.com/fwlink/?LinkId=245497 to the AAA. You agree to commence arbitration only in your county of residence or in King County, Washington. Microsoft agrees to commence arbitration only in your county of residence. You may request a telephonic or in-person hearing by following the AAA rules. In a dispute involving $10,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing instead. The arbitrator may award the same damages to You individually as a court could. The arbitrator may award declaratory or injunctive relief only to You individually, and only to the extent required to satisfy your individual claim.

f. Arbitration Fees and Incentives.

f.1. Disputes Involving $75,000 or Less. Microsoft will promptly reimburse Your filing fees and pay the AAA’s and arbitrator’s fees and expenses. If You reject Microsoft’s last written settlement offer made before the arbitrator was appointed (“Microsoft’s last written offer”), Your dispute goes all the way to an arbitrator’s decision (called an “award”), and the arbitrator awards You more than Microsoft’s last written offer, Microsoft will give You three incentives: (i) pay the greater of the award or $1,000; (ii) pay twice Your reasonable attorney’s fees, if any; and (iii) reimburse any expenses (including expert witness fees and costs) that Your attorney reasonably accrues for investigating, preparing, and pursuing Your claim in arbitration. The arbitrator will determine the amount of fees, costs, and expenses unless You and Microsoft agree on them.

f.2. Disputes Involving More Than $75,000. The AAA rules will govern payment of filing fees and the AAA’s and arbitrator’s fees and expenses.

f.3. Disputes Involving Any Amount. In any arbitration You commence, Microsoft will seek its AAA or arbitrator’s fees and expenses, or Your filing fees it reimbursed, only if the arbitrator finds the arbitration frivolous or brought for an improper purpose. In any arbitration Microsoft commences, Microsoft will pay all filing, AAA, and arbitrator’s fees and expenses. Microsoft will not seek its attorney’s fees or expenses from You in any arbitration. Fees and expenses are not counted in determining how much a dispute involves.

g. Conflict with AAA Rules. This agreement governs to the extent it conflicts with the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.

h. Claims or Disputes Must Be Filed Within One Year. To the extent permitted by law, any claim or dispute under this agreement must be filed within one year in small claims court (Section 9.b), an arbitration proceeding (Section 9.c), or in court, if Section 9.j permits the dispute to be filed in court instead of arbitration. The one-year period begins when the claim or Notice of Dispute first could be filed. If a claim or dispute is not filed within one year, it is permanently barred.

i. Rejecting Future Arbitration Changes. You may reject any change Microsoft makes to Section 9 (other than address changes) by sending us notice within 30 days of the change by U.S. Mail to the address in Section 9.a. If you do, the most recent version of Section 9 before the change you rejected will apply.

j. Severability. If the class action waiver in Section 9.d is found to be illegal or unenforceable as to all or some parts of a dispute, then Section 9 will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of Section 9 is found to be illegal or unenforceable, that provision will be severed with the remainder of Section 9 remaining in full force and effect.

k. Third-Party Beneficiaries. Affiliates of Microsoft Online, Inc. are not party to this Agreement but are third-party beneficiaries of Your and Microsoft Online, Inc.’s agreement to resolve disputes through informal negotiation and arbitration. In certain countries, Affiliates of Microsoft Online will also have powers to issue the respective invoice under this agreement and to collect the payments from you, including, without limitation, in court procedures. If Your dispute is with an Affiliate of Microsoft Online, Inc., such Affiliate agrees to do everything Microsoft Online, Inc. agrees to do in Section 9, and You agree to do everything regarding the Affiliate that Section 9 requires You to do regarding Microsoft Online, Inc. Mail a Notice of Dispute with an Affiliate to Microsoft Corporation, ATTN: LCA ARBITRATION, One Microsoft Way, Redmond, WA 98052-6399. For purposes of this paragraph, “Affiliate” means any legal entity that a party owns, that owns a party, or that is under its common ownership. “Ownership” means, for purposes of this definition, control of more than a 50% interest in an entity.

10. TERMINATION. If You are dissatisfied with any aspect of the Bing Ads Program(s), Your sole and exclusive remedy is to cease participating in the Bing Ads Program and terminate this agreement upon written notice to Microsoft. You and/or Microsoft may terminate the agreement and/or Your participation in any Bing Ads Program (including Your API access and API Credentials), at any time, for any reason or for no reason. Notwithstanding anything contained in the agreement to the contrary, Microsoft may, at its sole discretion, terminate or suspend Your account, and/or discontinue or suspend Your participation in all or part of any Bing Ads Program. Reasons for a Microsoft determination to so terminate, suspend or discontinue Your account or participation may include, without limitation, Microsoft determination that You have violated the agreement or other policies or guidelines of Microsoft applicable to the Bing Ads Program, the Microsoft belief that Your conduct may be harmful to users or other advertisers, or Microsoft determination at its discretion that Your conduct is unlawful or likely to create legal liability for Microsoft. All such decisions made by Microsoft will be final and Microsoft shall have no liability regarding such decisions. Upon termination, suspension or discontinuation of any Bing Ads Program or Your participation therein: (a) all outstanding payment obligations incurred under such Bing Ads Program will become immediately due and payable; (b) any amounts remaining in your prepaid account balance will be refunded, subject to application of such funds to any outstanding amounts due by You; and (c) if You are not managing account termination online through Bing Ads, You will be responsible for all Click Fees incurred through the date Microsoft receives Your termination notice plus one (1) business day thereafter. This Section and Sections 1, 4, 6, 7, 8, 9, 11, 12, and 13 shall survive termination, along with any other provisions that might reasonably be deemed to survive such termination.

11. NOTICES. This agreement is in electronic form. We have promised to send You certain information in connection with the Bing Ads Program and have the right to send You certain additional information. There may be other information regarding the Bing Ads Program that the law requires us to send You. We may send You this information in electronic form. You have the right to withdraw this consent, but if You do, we may cancel your Bing Ads account. We may provide required information to You:

• by e-mail at the e-mail address You specified when You signed up for Your Bing Ads account;
• by access to the Bing Ads site that will be designated in an e-mail notice sent to You at the time the information is available; or
• by access to the Bing Ads site that will be generally designated in advance for this purpose.

Notices provided to You via e-mail will be deemed given and received on the transmission date of the e-mail. As long as You can access and use the Bing Ads Program, You acknowledge that You have the necessary software and hardware to receive and retain these notices. If You do not consent to receive any notices electronically, You must stop using the Bing Ads Program.

All notices to Microsoft shall be sent via recognized overnight courier or certified mail, return receipt requested, to the Microsoft address listed above.

12. GOVERNING LAW. If Your principal place of business is in the United States or Canada, the laws of the state or province where Your principal place of business is located govern the interpretation of this agreement, claims for breach of it, and all other claims (including consumer protection, unfair competition, and tort claims), regardless of conflict of law principles. If Your principal place of business is in any other country, Nevada law governs regardless of conflict of law principles.

13. MISCELLANEOUS. You, we and agency (if applicable) irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in King County, Washington, for all disputes arising out of or relating to this agreement, the Bing Ads Program, or the Bing Ads Site, that are heard in court (not arbitration and not small claims court). You may not assign or otherwise dispose of this agreement without the prior written approval of Microsoft. This agreement binds and inures to the benefit of the parties' successors and lawful assigns. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. If any court of competent jurisdiction determines that any provision of this agreement is illegal or unenforceable, the remaining provisions will remain in full force and effect. Section 9.j says what happens if parts of Section 9 (arbitration and class action waiver) are found to be illegal or unenforceable. Section 9.j prevails over this section if inconsistent with it.