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LOOKSMART, LTD. ONLINE PUBLISHER TERMS AND CONDITIONS PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE CLICKING "I ACKNOWLEDGE THAT I HAVE READ AND AGREE TO THE LOOKSMART TERMS AND CONDITIONS." BY CLICKING "I ACKNOWLEDGE THAT I HAVE READ AND AGREE TO THESE LOOKSMART TERMS AND CONDITIONS", YOU ARE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU CANNOT PARTICIPATE IN LOOKSMART'S PAID LISTINGS PROGRAM. These Online Publisher Terms and Conditions ("Agreement") are entered into by and between Publisher and LookSmart, Ltd., a Delaware corporation ("LookSmart") as of the date Publisher accepts this Agreement by clicking "I acknowledge that I have read and agree to these LookSmart Terms and Conditions" (the "Effective Date"). "Publisher" means any entity identified in the LookSmart Publisher Contact Form (the "Publisher Contact Form") submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. Publisher acknowledges submitting the Publisher Contact Form which is incorporated by reference into this Agreement. Participation in LookSmart's Paid Listings Program is subject to LookSmart's approval, which, if granted, will be communicated after LookSmart's review of the information provided by Publisher on the Publisher Contact Form. This Agreement is subject to the Test Period described below and the policies and requirements set forth in the LookSmart Publisher Center, currently located at https://publishercenter.looksmart.com/help. LookSmart may, at its discretion, modify this Agreement, its policies and requirements from time to time with or without notice to Publisher. By continuing to display Paid Listings and/or access the Publisher Center after such modifications have been posted to this website, you agree to this Agreement as modified. 1. DEFINITIONS 1.1 A "Click" occurs when a bona fide Internet user (which excludes a robot, spider, software, scraper or other mechanical, artificial or fraudulent means, or a person who is not seeking to use the Publisher Network for a legitimate web search, e.g., has been paid or otherwise motivated to click, as determined by LookSmart's click filtering and tracking systems) clicks on a Listing and accesses the destination site. 1.2 "Listing" means a link to a website that includes the display URL, a title, text that describes the site to which the listing links or encourages the user to visit the site, and may include but is not limited to a tracking URL. 1.3 "Publisher Network" means the web sites identified on the Publisher Contact Form and any other websites that are contractually part of Publisher's network. 1.4 "Paid Listings" means a LookSmart product that returns results containing only paid Listings. The amount that an advertiser pays to LookSmart influences (among other factors) the position in which the advertiser's listing appears in our Paid Listings. 2. LICENSE 2.1 License. Subject to the terms and, limitations of this Agreement, LookSmart grants to Publisher (and third parties who are contractually part of the Publisher Network), a non-exclusive license during the Term to publicly display Paid Listings in electronic form on the Publisher Network. 2.2 Limitations on License. The license granted above is conditioned upon Publisher's, and sites in the Publisher Network's, observance of the following restrictions: (i) except as expressly permitted herein, Publisher will not display, use, reproduce, cache, store, distribute, make derivative works of, modify, sell, resell, rent, license, sublicense, transfer, assign or redistribute in any way Paid Listings; (ii) Publisher will not (a) modify, add to, edit or delete the URLs, titles or reviews contained within any Paid Listings; (b) display any Paid Listings on any adult-oriented web sites; or (c) display, sublicense or syndicate Paid Listings on or to any third party or web site outside of the Publisher Network without LookSmart's prior written approval; (iii) Publisher will use the tracking URLs associated with each individual Listing provided by LookSmart, if any, for all Paid Listings included on its Publisher Network (though Publisher may use the display URLs for purposes of displaying the Listing); (iv) Publisher will not display any Paid Listings on any obscene, illegal or gambling web sites, or in any manner that violates any applicable laws or regulations or the rights of any third party; (v) Publisher will not display any Paid Listings via any form of adware, spyware, e-mail or method that violates applicable laws; and (vi) Publisher will not display any Paid Listings to users whose IP address is outside of the United States or Canada, except as described in the Publisher Contact Form. 2.3 Display of Ads via Cookies. If Publisher or sites in the Publisher Network display Paid Listings via any "cookie" that is downloaded to a user's computer or browser, Publisher represents and warrants that such cookie shall: (i) not gather any personally identifiable information (such as an individual's name, telephone number, e-mail address and/or street address) or financial information of the end user; and (ii) not gather any information about the web pages accessed by the computer on which it is installed. 2.4 Display of Ads on Publisher Network. For each site in the Publisher Network, Publisher shall: (i) enter into a legally binding contract with that site that is no less restrictive than the terms applicable to Publisher under this Agreement, (ii) monitor the activities of such site on a regular basis to ensure compliance with the requirements herein, and (iii) immediately terminate such site's distribution of Paid Listings upon a determination that such site is in material breach of its agreement with Publisher or upon request by LookSmart to do so. 2.5 Query Source Identification. For every request for listings to LookSmart, Publisher shall, in accordance with LookSmart's Ad Server API Implementation Guide located at https://publishercenter.looksmart.com/help/ad_server?page=search_implementation_quickstart, clearly identify to LookSmart the query source by providing the originating IP address of the user (not the server making the request), the User Agent of the user's browser and the subid and HTTP referrer that indicates where the listings are being displayed. 3. PAYMENT TERMS. 3.1 Cost Per Click. Subject to the terms of this Agreement, for any given calendar month, LookSmart will pay Publisher a share of revenues from LookSmart invoices for all qualified Clicks on listings advertisements, as recorded by LookSmart's click tracking systems. For each Click, LookSmart shall pay Publisher a revenue share equal to LookSmart's cost-per-click ("CPC") bid for the corresponding keyword(s), less a month-end adjustment for credit card fraud, advertising complaints, non-qualified clicks, and similar items. LookSmart will determine the CPC bid and include it in the Paid Listings feed sent in response to such request. LookSmart, in its sole discretion, will determine the CPC bid for each Paid Listing, and such CPC bid may change frequently. Publisher may use the CPC bid solely for the purpose of ranking the Paid Listings and gauging payments from LookSmart. LookSmart shall have no obligation to pay for Clicks if Publisher has made any material misrepresentations in the Publisher Contact Form or if Publisher violates the license terms set forth in Section 2 above. 3.2 Reporting and Payment. LookSmart will make its "PUBLISHER CENTER" available to Publisher for preliminary daily reporting of Clicks, and Publisher acknowledges and agrees that (i) such reporting may not represent the number of qualified Clicks for which LookSmart will pay Publisher and (ii) it will control access to and maintain the confidentiality of its password for accessing the PUBLISHER CENTER. Within 30 days after the end of each calendar month during the Term, LookSmart will deliver payment pursuant to Section 3.1; provided that Publisher has provided the Query Source Identification as described in section 2.5, above. For every request without such information, LookSmart's ability to determine which clicks and ads are qualified or billable is impaired and thus LookSmart may not pay Publisher for such clicks and ads. LookSmart shall not be required to make payment to Publisher until the amount owed to Publisher equals or exceeds $500.00. LookSmart reserves the right to deduct from payments made pursuant to Section 3.1, or otherwise recoup any amounts paid to Publisher in prior months for non-qualified Clicks. 3.3 Audit. Each party will maintain accurate records with respect to the calculation of all Clicks and/or payments due under this Agreement. Each party (the "Examining Party") may, upon no less than 15 days prior written notice to the other party (the "Audited Party") and no more than once in any twelve month period, cause an independent auditor of nationally recognized standing to inspect the appropriate records of the Audited Party reasonably related to the calculation of such Clicks and/or payments during the Audited Party's normal business hours. Such examination will be undertaken in a manner reasonably calculated not to interfere with the Audited Party's normal business operations. The fees charged by such auditor in connection with the inspection will be paid by the Examining Party, unless the auditor discovers an underpayment of greater than 10%, in which case the Audited Party will pay the auditor's reasonable fees. 3.4 Non-qualified Clicks. LookSmart shall have no obligation to pay for non-qualified clicks as determined by LookSmart's click filtering and tracking systems. Non-qualified clicks include, but are not limited to, clicks that (i) are generated via automated crawlers, robots or click generating scripts, (ii) an advertiser receives and rejects, (iii) come as a result of auto-spawning of browsers, or automated redirects, (iv) are from users in countries other than the United States, Canada, the United Kingdom, Germany, Australia, and New Zealand, (v) are on expired, cached or over-budget ads, (vi) come as a result of any incentive such as cash, credits or loyalty points. LookSmart reserves the right to require Publisher to provide server log files that include, but are not limited to, the daily number of clicks delivered to LookSmart; or (vii) are rated by Anchor Intelligence below a quality score of .3. In the event that LookSmart determines in its sole discretion that Publisher or any site in the Publisher Network has delivered non-qualified clicks, low quality traffic, or traffic that violates any material term of this Agreement, LookSmart may, at its option, (a) immediately terminate this Agreement upon written notice to Publisher, or (b) require Publisher or any site in the Publisher Network, to immediately cease displaying Paid Listings via any particular means, method, product, or third party distributor, and/or (c) not pay Publisher for the offending clicks. 4. PUBLISHER OBLIGATIONS. 4.1 Implementation of Paid Listings. Within ten (10) days after Publisher is given notice of its acceptance into the Paid Listings Program and after twenty-four (24) hours notice to LookSmart, Publisher will begin querying LookSmart's servers for Paid Listings and will implement and display Paid Listings provided by LookSmart as set forth at https://publishercenter.looksmart.com/help/ad_server?page=search_implementation_quickstart. 4.2 Attribution; Look and Feel. Publisher shall control the look and feel of its search service. 5. PUBLICITY. Neither party will make any public statement, press release or other announcement relating to the terms or existence of this Agreement; provided that either party may make such disclosures as may be, in its reasonable opinion of counsel, advisable to comply with a subpoena or other legal process or with applicable laws, regulations or securities exchange rules. 6. INTELLECTUAL PROPERTY OWNERSHIP. 6.1 Proprietary Rights of LookSmart. LookSmart will retain all right, title and interest in and to the Paid Listings, the related databases, all data generated by LookSmart's click tracking system and other performance measurement applications, and all associated intellectual property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein). 6.2 Proprietary Rights of Publisher. Other than the Paid Listings, Publisher will retain all right, title, and interest in and to the Publisher Network (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein). 7. TERM AND TERMINATION. 7.1 Test Period. The Agreement is subject to a Test Period. The Test Period will begin on the Effective Date and will end when Publisher generates fifteen thousand (15,000) Clicks on Paid Listings. If at the end of the Test Period, LookSmart determines in its sole discretion that the quality of Publisher's traffic does not meet LookSmart's quality standards, the Agreement will terminate. LookSmart will provide Publisher with notification of such termination after the end of the Test Period. Otherwise, the Agreement will continue until terminated in accordance with Section 7.3. 7.2 Term. The term of this Agreement (the "Term") will begin on the Effective Date and will end one year later. The Agreement will then automatically renew for successive one year periods, unless either party gives written notice to the other party of its intention not to renew at least sixty (60) days prior to the end of the then-current term or renewal term. 7.3 Termination. LookSmart may terminate this Agreement at any time for any reason by giving written notice to Publisher. LookSmart may terminate this Agreement immediately without notice if Publisher or a site in the Publisher Network violates any of the restrictions contained in paragraphs 2.2, 2.3 or 2.4 above. Upon termination or expiration of this Agreement, the license granted hereunder shall terminate and Publisher, its agents and sites in the Publisher Network shall immediately cease all use of the Paid Listings. Termination of this Agreement will not act as a waiver of any breach of this Agreement and will not act as a release of either party hereto from any accrued liability (including payments as set forth in the following section) or liability for breach of such party's obligations under this Agreement. Within thirty (30) days of termination, each party will pay to the other party all sums, if any, due and owing as of the date of expiration or termination, net of any amounts due from the other party as of such date. Upon the expiration or termination of this Agreement for whatever reason, each party shall immediately cease to use the other party's trademarks, proprietary information, Paid Listings, intellectual property (including derivative works or modifications thereof) and Confidential Information in any manner whatsoever, and shall destroy or return (at the option of the other party), any such property, or materials representing the same to the other party, and provide the other party with an officer's certificate attesting to such return/destruction. 7.4 Survival. The provisions of sections 1 and 5-11 (inclusive) will survive any termination or expiration of this Agreement for a period of three (3) years. 8. CONFIDENTIALITY. 8.1 "Confidential Information" means information about the disclosing party's (or its suppliers') business, products, technologies, strategies, advertisers, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by the disclosing party. Confidential Information of LookSmart includes (without limitation) the CPC bids included in its Paid Listings feeds. Confidential Information will not include information that the receiving party can establish (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation or (iii) the receiving party knew prior to receiving such information from the disclosing party. 8.2 Use of Confidential Information. Each party agrees (i) that it will not use or disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement or as required by a court of law or otherwise compelled to be disclosed pursuant to the legal process or existing laws or regulations, and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. 9. WARRANTY AND INDEMNITY. 9.1 Warranties. LookSmart warrants that it has the right to distribute and make available as specified in this Agreement, the Paid Listings. Except as specifically provided herein, LookSmart does not guarantee or make any representations or warranties whatsoever with respect to the completeness or content of any Paid Listing or links or information accessed through such Paid Listings. LOOKSMART DOES NOT WARRANT, REPRESENT OR GUARANTEE THAT THE USE OF ITS PAID LISTINGS OR LINKS, OR ANY OTHER SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE UNINTERRUPTED, UNDISRUPTED OR ERROR-FREE. Publisher represents and warrants that (i) its display of Paid Listings hereunder (including sites in the Publisher Network) does not and will not violate this Agreement, (ii) the information provided in the Publisher Contact Form is accurate and complete, (iii) will not engage in nor permit non-qualified clicks as described in Section 3.4 and (iv) will place all Paid Listings in a separate section on each web page of a website that is unambiguously marked "Sponsored Links" or such other equivalent indicator as may be acceptable to the U.S. Federal Trade Commission. 9.2 Indemnification. Each party will indemnify, defend and hold harmless the other party, its officers, directors and employees from any and all third party claims, liability, damages, expenses and/or costs (including, but not limited to, attorneys fees) arising from the other party's breach of any warranty, representation or covenant in this Agreement. All such amounts will be reimbursed to the indemnified party as incurred, within thirty (30) days of submission of reasonable supporting documentation or invoices to the indemnifying party. Each party's obligation to indemnify is conditioned upon the other party providing prompt notification of any and all such claims, unless the failure to notify does not materially and adversely affect the defense. The indemnified party will reasonably cooperate with the indemnifying party in the defense and/or settlement thereof. The indemnified party may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at the indemnified party's sole cost and expense. 9.3 Disclaimer. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER. 10. LIMITATION OF LIABILITY. 10.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 10.2 Total Liability. OTHER THAN AS A RESULT OF BREACH OF SECTIONS 2 OR 8 OR PURSUANT TO THE INDEMNIFICATION PROVISIONS HEREOF, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR AN AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID TO PUBLISHER HEREUNDER. 11. GENERAL. Publisher may not assign this Agreement, in whole or in part, without LookSmart's prior written consent (which will not be unreasonably withheld). This Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of the parties. The parties consent to the exclusive jurisdiction of the state or federal courts in the Northern District of California for all actions arising out of or related to this Agreement. All notices to LookSmart under this Agreement must be delivered in writing in person, by courier or by certified or registered mail postage prepaid and return receipt requested at the address provided herein and will be effective upon receipt. The address for LookSmart shall be 55 2nd Street, San Francisco, CA 94105. Publisher agrees that LookSmart may provide notice to Publisher electronically via the e-mail address provided on the Publisher Contact Form or by posting the notice on this website. Receipt of any such notice is the day that the notice is sent or posted. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions. In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect. Except as set forth in the first paragraph of this Agreement, this Agreement may only be modified, or any rights under it waived, by a written document or online agreement executed by both parties. If Publisher and LookSmart have signed a separate agreement for the distribution of Paid Listings that is still in effect, then in the event of any express conflict between the provisions of that other agreement and this Agreement, such provisions of this Agreement will govern. The parties are independent contractors and not co-venturers. Neither party shall be deemed to be an employee, agent, or legal representative of the other party hereto for any purpose and neither party hereto shall have any right, power or authority to create any obligation or responsibility on behalf of the other party hereto nor shall this be deemed an exclusive or fiduciary relationship. This Agreement will not be construed to create or imply any partnership, agency or joint venture.

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