This Web site located at: http://www.aetnadsales.com (the "Site") is provided by A&E Television Networks ("AETN"), subject to the following Terms of Service ("TOS"). The Site is operated by AETN for its cable affiliates and their authorized employees and/or agents. Access to the Site is restricted to the authorized employees and/or agents of the cable affiliates members of the Site ("Members"). Media buying clients replace affiliates

1. Registration
   To register as a Member, you must complete the registration process by filling out all required fields of the registration form, accepting the terms of this TOS, and establishing a membership account ("Account"). Profile information for each employee and/or agent of the Member you are registering ("Registrant") that is authorized by Registrant to use the Site (each, a "Designated User") must be included in the registration information provided.
   
   By completing the registration process, you, the user, represent and warrant that you are an employee or authorized representative of Registrant and that you have the power and are authorized by Registrant to enter into this TOS on behalf of Registrant.
2. Acceptance of Terms
   PLEASE REVIEW THE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SITE. REGISTRANT AND ITS DESIGNATED USERS MAY NOT USE THE SITE UNLESS AND UNTIL A DESIGNATED USER ACCEPTS THE TOS ON BEHALF OF REGISTRANT BY CLICKING THE "ACCEPT" BUTTON AT THE BOTTOM OF THE PAGE.
   
   UPON ACCEPTANCE, THIS TOS SHALL CONSTITUTE A BINDING AGREEMENT BETWEEN REGISTRANT AND AETN.
   
   AETN reserves the right to alter the TOS at any time without advance notice by posting a revised TOS on the Site or by notifying Registrant via electronic mail. Registrants' use of the Site after such notice will be deemed acceptance of such changes. If such changes are not acceptable to Registrant, Registrant may immediately terminate its Account by providing notice to us as set forth in Section 14.
   
   AETN further reserves the right to change the Site, including augmenting or eliminating, discontinuing or revising any aspect, content on or feature of the Site, including without limitation restricting the availability of the Site to certain times or platforms, and to restrict or terminate Registrant's or any Designated User's right to use the Site without notice. Unless explicitly stated otherwise, any new content or features that augment or enhance the current Site, including the release of new AETN properties or materials, shall be subject to the TOS.
   
   Any questions about the meaning or application of these Terms of Service should be directed to natladsales@aetn.com. We can also be reached by telephone at (212) 210-1400.
3. Registrant's Obligations
   In order to use the Site, Registrant is responsible for obtaining or providing all telephone access lines, telephone and computer equipment (including modem), or other access device, necessary to access the World Wide Web and paying any service fees associated with such access.
   
   In addition, Registrant is responsible for the use of its Account(s) under any screen name on that Account by any Designated User or other person, and for ensuring full compliance with the TOS by all Designated Users and other users of its Account(s). No Account may be transferred without prior written approval from AETN and is subject to any limits established by AETN.
   
   Passwords must be kept confidential and may not be shared. Registrant is responsible for ensuring that all of its Designated Users maintain the confidentiality of their password(s). Registrant is responsible for all activities resulting from the use of its Account by any user and agrees to immediately notify AETN of any unauthorized use of any of its Designated Users' password or user names or any other breach of security that comes to its attention.
4. Registration and User Information/Privacy Policy
   In consideration of Registrant's and it Designated Users' use of the Site, Registrant agrees to provide true, accurate, current and complete information about Registrant and its Designated Users as prompted during the registration process and not to impersonate any other person(s) or entity(ies), and further agrees to maintain and update such information to keep it true, accurate, current and complete, including without limitation by promptly adding profile information for any new Designated User and removing information and user names of individuals who are no longer employed by or otherwise authorized by Registrant to use the Site. If any information submitted about Registrant is untrue, inaccurate, not current or incomplete, we reserve the right to terminate Registrant's use of the Site at any time.
   
   In addition, Designated Users may be asked to submit their email addresses in order to receive periodic updates from AETN about new marketing materials, online services, scheduling information, and other matters.
   
   AETN will not sell any company-identifiable registration information or personally identifiable Designated User information submitted to it to any third party and will only use such information for its own internal purposes.
5. Use of AETN Content
   Registrant acknowledges and agrees that the Site contains copyrighted material, trademarks, trade secrets and other proprietary and confidential information and material, and that these rights are valid and protected in all forms and media. The entire contents of the Site are a collective work of AETN protected under the U.S. Copyright laws.
   
   Pursuant to all terms contained in this Agreement, AETN hereby grants to Registrant and its authorized Users a limited, non-exclusive, non-transferable license in the United States to use the downloadable logos, images and marketing materials ("Marketing Materials") included in the Site for incorporation into advertising presentations and marketing materials solely to promote AETN and its programming. No other use may be made of the Marketing Materials for any other purpose. The Marketing Materials must be used "as-is." No changes, alterations or edits whatsoever, or any deletion of author attribution, trademark, legend or copyright notices, shall be made to any such Marketing Materials, and Registrant shall abide by any information or restrictions contained in or provided with any of the Marketing Materials. Registrant acknowledges that it does not acquire any ownership or other rights in the Marketing Materials (other than this limited license) by virtue of its downloading or using such materials or otherwise. All use of the AETN's trademarks and service marks hereunder shall accrue to the benefit of AETN.
   
   Registrant shall have no rights to use any names, trademarks, service marks, logos, domain names, copyrights, or other property of AETN and/or its affiliates, parents or subsidiaries, except with respect to the limited right to use the Marketing Materials as expressly provided herein.
6. Rules of Conduct
   While using the Site, Registrant agrees to comply, and ensure that its Designated Users will comply, with all applicable laws, rules and regulations. Upon AETN's request, Registrant agrees to sign a non-electronic version of this Agreement. In addition, while using the Site, Registrant and its Designated Users shall not:

   1. Restrict or inhibit any other Member or its users from using the Site, including, without limitation, by means of "hacking" or defacing any portion of the Site;
   2. Use the Site or any of the Marketing Materials or other content, information, images, or other intellectual property thereon for any unlawful purpose;
   3. Submit to AETN for posting on the Site (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on or violates AETN's or any third party's intellectual property, publicity or privacy or other rights, or which would give rise to criminal or civil liability and/or violate federal or local law or regulation or (b) any material, non-public information about any company or any trade secret of any third party without the authorization to do so;
   4. Remove any copyright, trademark, or other proprietary rights notices, watermarks or other rights protection devices contained in the Site;
   5. "Frame" or "mirror" any part of the Site without our prior written authorization;
   6. Link to any page of or material on the Site other than the URL located at http://www.aetnadsales.com without our prior written authorization;
   7. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; or
   8. Interfere with any other Site Member's right to privacy, including by harvesting or collecting personally identifiable information about Site users without their express consent; or engage in any spamming or flooding of other Members.
   9. Interfere with or disrupt the AETN Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
   10. Modify, adapt, translate, sell, reverse engineer, decompile or disassemble any portion of the Site; or
   11. Reproduce, duplicate, copy, sub-license, sell, resell or exploit for any commercial purposes, any portion of AETN's Site, use of the Site, or access to the Site, other than as expressly permitted pursuant to Section 4 above.
7. Member Submissions
   AETN may, from time to time, post on the Site materials submitted by its Members for such posting ("Submissions"). AETN is not responsible in any way for any such Submissions or any opinions or information contained therein or for any injury, loss, or damage which occurs as a result of an opinion expressed or information provided in such Submissions. All statements, advice and opinions made by Members in such Submissions are those of the Members only, and AETN neither endorses nor shall be held responsible for the reliability or accuracy of same.
   
   Registrant hereby grants to AETN and its affiliated companies a royalty free, irrevocable, perpetual, non-exclusive, unrestricted, worldwide license to (i) use, copy, sublicense, adapt, transmit, distribute, publicly perform or display any Submission submitted by Registrant, and (ii) sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to such Submission. AETN has no control over, and shall have no legal liability for, any damages resulting from the use or misuse of any Submission or any information or material contained therein, including republication, by any third party. Registrant releases AETN from any and all claims or liability (now known or hereafter arising) in connection with any Submission of Registrant, and agrees to indemnify AETN in connection therewith.
8. Limitations of Liability and Disclaimer of Warranties
   REGISTRANT'S USE OF THE SITE, THE CONTENT ON THE SITE, AND ANY MARKETING MATERIALS OR OTHER MATERIALS OR SERVICES REGISTRANT ACQUIRES FROM OR THROUGH THIS SITE ARE PROVIDED TO REGISTRANT "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. REGISTRANT AGREES THAT IT MUST EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH, THE USE OF ANY MARKETING MATERIALS OR OTHER CONTENT, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF SUCH MATERIALS OR OTHER CONTENT.
   
   AETN DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AETN WILL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF AETN HAD BEEN ADVISED OF SUCH DAMAGES. IN PARTICULAR, AND WITHOUT LIMITATION, AETN WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM THE USE OF OR THE INABILITY TO USE THE SITE, FROM MARKETING MATERIALS OR SERVICES ACQUIRED THROUGH THE SITE, OR FROM ANY MARKETING MATERIALS OR OTHER CONTENT OF ANY NATURE POSTED ON THE SITE BY AETN OR ANY MEMBER.
   
   AETN MAKES NO WARRANTY THAT (i) THE SITE WILL MEET REGISTRANT'S REQUIREMENTS; (ii) ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY MARKETING MATERIALS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY REGISTRANT THROUGH THE WEB SITES WILL MEET REGISTRANT'S EXPECTATIONS, OR (V) ANY ERRORS IN ANY SOFTWARE INCORPORATED IN THE SITE WILL BE CORRECTED.
9. Indemnity
   Registrant agrees to defend, indemnify and hold harmless AETN, its parents, subsidiaries and affiliated companies and their respective directors, officers, employees and agents from and against all claims, losses, costs, and expenses (including attorneys fees) arising out of Registrant's and its Designated Users' use of the Site, or arising out of any violation of this TOS by Registrant or its Designated Users. AETN agrees to defend, indemnify and hold harmless Registrant from and against all claims, losses, costs, and expenses (including attorneys fees) arising out of the infringement or violation of any third party's intellectual property rights caused by Registrant's use of the Marketing materials as expressly authorized hereunder.
10. Links
    The Site may provide links to other World Wide Web sites or resources. Because AETN has no control over such sites and resources, Registrant acknowledges and agrees that AETN is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Registrant further acknowledges and agrees that AETN shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
11. Termination
    Registrant agrees that AETN, in its sole discretion, may terminate Registrant's Designated Users' passwords and user names and/or use of the Site, and may remove and discard any content within the Site, for any reason, including without limitation if AETN believes that Registrant or its Designated Users have violated or acted inconsistently with the letter or spirit of the TOS. Registrant agrees that any termination of its access to the Site under any provision of this TOS may be effected without prior notice, and acknowledges and agrees that AETN may immediately deactivate or delete Registrant's Designated Users' passwords and user names and all related information and files and/or bar any further access to such files or the Site. Registrant agrees that AETN shall not be liable to Registrant or any third party for any termination of Registrant's access to the Site.
12. Governing Law
    This TOS shall be governed by and interpreted in accordance with the laws of New York and the United States of America, without regard to their principles of conflicts of law. Any action to enforce this Agreement shall be brought in the federal or state courts located in New York.
13. Severability
    If any part of this TOS is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of this TOS will remain binding upon the parties.
14. Entire Agreement
    This constitutes the entire agreement between Registrant and AETN with respect to Registrant's use of the Site and supersedes all prior or contemporaneous communications and proposals between Registrant and AETN with respect thereto.
15. Notice
    Notices to Registrant may be made via either email or regular mail. AETN may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to Registrant generally on the Site. Registrant may provide notice to or otherwise contact AETN by sending an email to: natladsales@aetn.com.