ADSHUTTLE TERMS OF USE

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THE ADSHUTTLE WEBSITE. BY USING OR ACCESSING THE ADSHUTTLE WEBSITE, YOU AGREE TO THESE TERMS AND CONDITIONS OF USE.

This AdShuttle Terms of Use Agreement (the "Agreement") is between you and Quad/Graphics, Inc. doing business as AdShuttle ("AdShuttle") and sets forth the terms and conditions under which AdShuttle provides access to content and services at and through the AdShuttle website (the "Site"). If you are accessing and using the Site on behalf of your employer or another party, you represent that you are authorized to enter into this Agreement on behalf of your employer or the third party and that your employer or the third party you represent agrees to these terms and conditions. If you do not agree to the following terms and conditions of use, do not access and/or use the Site.

The terms and conditions of use of the Site apply to all visits to the Site, both now and in the future. You should periodically visit the Terms of Use and Privacy Policy pages of the Site to review the then current Terms of Use and Privacy Policy to which you agree to be bound. Specifically, AdShuttle reserves the right to change the Terms of Use and Privacy Policy of the Site from time to time at its sole discretion and without notice to you. Your use of the Site will be subject to the most current version of the Terms of Use and Privacy Policy posted on the Site at the time of each use. AdShuttle reserves the right to change the Site and its content from time to time at its sole discretion. Any new content, including new features that augment or enhance the current content including the release of new products and services, are governed by the most current version of the Terms of Use and Privacy Policy posted on the Site.

1.ACCESS AND USE

1.1Your access to and use of the Site is authorized for the sole purpose of uploading advertisement information for review by customers of AdShuttle. The Site (i) is to be used solely for your internal use, (ii) may not be modified or altered in any way, including removal of any copyright or proprietary notices contained therein, and (iii) may not be distributed to a third party.

1.2You represent, warrant and agree that: (i) you own or have the necessary licenses, rights, consents and permissions to use and authorize AdShuttle to use all proprietary rights in and to any and all materials of any kind submitted by you ("User Submissions") to enable inclusion and use of the User Submissions in the manner contemplated by the Site; and (ii) all User Submissions will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful material. You further agree that you may not use the services provided by the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site. In addition, you agree not to use the services provided by AdShuttle or the Site to:

AdShuttle reserves the right to revoke any usernames and passwords for the Site and terminate your ability to access the Site or use the service provided by AdShuttle at any time and for any reason in its sole discretion. AdShuttle reserves the right at any time from time to time and without notice to modify or discontinue, temporarily or permanently, the Site or the services it provides. You agree that AdShuttle shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or the services provided by AdShuttle.

1.3You agree not to provide your username(s) and password(s), or otherwise allow access to the Site, to any third party without express prior written approval from AdShuttle. You are responsible for maintaining the confidentiality of your username(s) and password(s) and are responsible for all uses of your account, whether or not actually or expressly authorized by you and/or AdShuttle.

1.4If you provide your username(s) and password(s) to a third party, that party shall be deemed your agent , and any use or access by the agent shall be considered a valid, acceptable use authorized by you and you shall take all responsibility for any such use, including any approvals of content given to AdShuttle by the agent.

1.5You shall immediately notify AdShuttle if an employee of yours having access to a username and a password to the Site leaves your employ so that appropriate action can be taken by AdShuttle to protect the Site.

2.LIABILITY LIMITATION

2.1AdShuttle shall not be responsible for the misuse of your username(s) and password(s). You agree to indemnify, defend, and hold AdShuttle and its subsidiaries, affiliates, related companies, employees, officers, directors, agents, and other customers harmless against any and all loss, damage, cost, charge, liability and/or expenses, including reasonable attorney's and expert fees, which such party may sustain or incur as a result of any demands, causes of action, proceedings, claims or judgment of any nature arising from: (a) any use of your username(s) and password(s) leading to the use or access to the Site; (b) your breach of this Agreement; (c) your violation of the rights of any third parties using the Site or the services provided by AdShuttle; and/or (d) your violation of any federal, state, local, or other applicable laws, rules, or regulations using the Site or the services provided by AdShuttle.

3.INTELLECTUAL PROPERTY

3.1The Site and its contents are protected by copyright, trademark, trade secret and/or other intellectual property laws. Any unauthorized use of the Site or its contents may violate such laws. Except as expressly provided herein, AdShuttle does not grant any express or implied rights to you or any user under any patents, copyrights, trademarks or trade secret information with respect to the Site or its content. Except as specifically permitted herein, no portion of the Site or its content may be reproduced, reverse engineered, or otherwise modified, published or transmitted in any form or by any means, without the prior written permission of AdShuttle.

4.WARRANTIES AND DISCLAIMERS

4.1ALL CONTENT AND SERVICES ON THE SITE ARE PROVIDED TO CLIENT "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. IN NO EVENT SHALL ADSHUTTLE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER ARISING FROM THE ACCESS TO OR USE OF THE SITE. THE USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM THAT RESULTS FROM SUCH USE. THERE IS NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE.

4.2The Site and its content are subject to change at any moment. Accordingly, due to the content of the Site being dynamic in nature, while AdShuttle cannot guarantee that the content accessed through the Site is the most current when accessed by you, commercially reasonable steps are taken by AdShuttle to ensure the completeness and accuracy of the Site and its content.

5.GOVERNING LAW AND JURISDICTION

5.1The Site is operated by AdShuttle from offices within the state of Wisconsin, USA. You agree that any legal action brought against AdShuttle by you or against you by AdShuttle relating to this Agreement or the Privacy Policy shall be governed by the laws of the state of Wisconsin without regard to its conflict of law principles. You agree that the exclusive jurisdiction and venue for any litigation arising from or relating to the Site, your access and/or use of the Site, and this Agreement and the Privacy Policy shall be an appropriate federal or state court located in Milwaukee, Wisconsin, and you irrevocably consent to the exclusive jurisdiction and venue of such courts. If either party files suit or engages in other legal process to enforce the terms and conditions of this Agreement, the prevailing party in any such litigation shall be entitled to recover its reasonable attorney's fees and costs in connection with such enforcement efforts. You agree that AdShuttle may provide notices relating to this Agreement and the Privacy Policy to you, including those regarding changes to this Agreement, by posting the changed Agreement to the Site.