Above the Fold visible without scrolling down, right or left, at a screen resolution of 800 x 600. Ad Code: the JavaScript or other code that initiates a Query when a user goes to an Ad Page. Adjustments: credit card processing fees, bad debt and charge-backs and commissions or discounts allowed or paid to advertising agencies. Advertiser: any entity providing advertising content to Overture paid marketplace databases for display as sponsored listings.
Above the Fold. Above the Fold may use any data and information that it collects and/or compiles in the course of providing the Services to the Company and/or to Distribution Partners as reasonably necessary to provide the services, including providing certain information to Distribution Partners as required to calculate commission payments owed to them by Above the Fold or Company. Above the Fold may also use, transmit, distribute, and/or publish any aggregation of data and information received, collected and/or compiled through its provision of the Services, including as a part of reports, analyses, case studies, metrics, compilations, database services and/or other educational, training, marketing or similar materials, services or products to be used or made available by Above the Fold, provided that in respect of Company's data and information, Above the Fold will not disclose the identity of Company.
Above the Fold. Above the Fold agrees to indemnify, defend and hold Company harmless for any third party claims, proceedings, causes of action, liabilities, damages, losses, costs and expenses (including reasonable and customary attorneys' fees, costs and disbursements) reasonably incurred in connection with the defense of any claim asserted or brought against Company in the United States by third parties alleging that Company's Implementation of the Above the Fold Technology infringes any United States patent, copyright or trademark issued as of the Effective Date, provided however, Above the Fold shall not be obligated to indemnify, defend and hold Company harmless to the extent that (a) the alleged infringement is not attributable to the Above the Fold Technology, (b) Company makes an unauthorized modification to the Above the Fold Technology, (c) Company uses the Above the Fold Technology for a purpose for which it was not intended, outside the scope of any relevant documentation furnished to Company or in violation of this Agreement), or (d) the alleged infringement results from Company's Implementation of the Above the Fold Technology in conjunction with any other hardware, software, processes or material not provided by Above the Fold. Company agrees to cooperate fully in mitigating any alleged infringement after being notified thereof and promptly and fully install and implement any modifications, enhancements or substitutions provided by Above the Fold that would mitigate or avoid such infringement. In the event that any preliminary injunction, temporary restraining order or final injunction shall be obtained in the United States, Above the Fold shall, in its sole discretion and as Company’s sole remedy, either (a) obtain the right for Company to continue using the Above the Fold Technology, (b) modify or replace the same so as to avoid the alleged infringement, or (c) offer a substitute and equivalent technology and/or methodology. If Above the Fold determines that none of these alternatives is reasonably available, either Company or Above the Fold will have the right, upon written notice to the other, to terminate this Agreement. This Section finally, entirely and exclusively states all of Company's rights against Above the Fold and is Company's sole remedy with respect to an infringement of any third party rights. Above the Fold shall have no additional liabilities to Company with regard to the infringement of any third party intellectual property right.
Above the Fold. For purposes of this Exhibit A "above the fold" means the placement of a link or icon on a Web page such that the material is viewable on a computer screen at a 640 X 480 pixels resolution when the end user first access such Web page and without scrolling down to view more of the Web page. EXHIBIT E
