exv10w15






Exhibit 10.15




SERVICE AND PROMOTION AGREEMENT BETWEEN

YAHOO! INC. AND INTELIUS




     This Service Promotion Agreement (the “Agreement”) is between Yahoo! Inc., a Delaware
corporation with its principal place of business at 701 First Avenue, Sunnyvale, CA 94089
(“Yahoo!”) and Intelius, Inc., a Delaware corporation with its principal place of business at 500
108th Avenue NE, 25th Floor, Bellevue, Washington 98004 (“Intelius”). This Agreement is
effective as of April 15, 2008 (the “Effective Date”). Yahoo! And Intelius collectively are
referred to as the “Parties” and each, individually, as a “Party.”



RECITALS




     WHEREAS, Intelius owns and operates a business that, among other things, provides the Intelius
People Search Services (as defined below) in order to help end-users find information on people;



     WHEREAS, Intelius distributes certain information in response to the Intelius People Search
Services including the hyperlinks to Intelius People Search Services and other Intelius services
through an Intelius Web API;



     WHEREAS, both Parties desires to provide Intelius Content (as defined below) through Yahoo!
People Search and certain other areas of the Yahoo! Properties and display such information on the
Yahoo! Search Results Page and make the Intelius People Search Services available to Users per the
provisions herein.



     NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:



AGREEMENT




SECTION 1. DEFINITIONS




     The following definitions apply to capitalized terms through this Agreement, unless such terms
are otherwise expressly defined in the body of the Agreement. All references to “days” and
“months” are to U.S. calendar days and months, unless otherwise expressly stated in this Agreement.
All monetary amounts are in U.S. dollars.




	 	1.1	 	“Affiliate” means any company or entity world-wide in which Yahoo! holds,
directly or indirectly, at least a 20% ownership, equity, or financial interest,
including, without limitation, corporations, partnerships, joint ventures, and limited
liability companies.
	 
	 	1.2	 	“Click” means that a User selects and clicks an Intelius Link and is directed
to the Landing Page or other Page selected by Intelius.
	 
	 	1.3	 	“Intellectual Property Rights” means all rights in and to patents, trade
secrets, copyrights, trademarks, service marks, know-how, as well as moral rights and
similar rights of any type under the laws of any government worldwide.
	 
	 	1.4	 	“Intelius Brand Features” means the mutually agreed upon trademarks, service
marks, logos and other distinctive brand features of Intelius that are licensed to
Yahoo! under the terms of this Agreement.
	 
	 	1.5	 	“Intelius Content” means the Intelius personal data (i.e., public records data
that Intelius obtains and licenses) and Intelius professional listing data, such as
employment information, when available,




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	 	 	 	on persons in the United States, including, without limitation, the “Intelius Content
Data Fields” set forth on Exhibit A.
	 
	 	1.6	 	“Intelius Links” means the hyperlinks to the Intelius Site provided to Yahoo!
by Intelius displayed on the Yahoo! Search Results Page.
	 
	 	1.7	 	“Intelius People Search Services” means the bundle of people profile, email and
address data (including any and all functionality, text, graphics, data and HTML
material incorporated therein) that is used by end users to find information on people
and which is offered by Intelius via the Intelius Site and/or affiliated websites of
the Intelius Site.
	 
	 	1.8	 	“Intelius and Yahoo! Promotion Obligations” means Intelius and Yahoo!’s
promotion obligation listed as Exhibit A.
	 
	 	1.9	 	“Intelius Sites” means Intelius’ Internet websites with home pages currently
located at http://www.addresses.com and
http://www.Intelius.com and any and all
additional, substitution, mirror, derivative, or successor sites or URLs at which the
site may be located during the Term.
	 
	 	1.10	 	“Intelius Web Service API” means the Intelius application programming interface
that allows Yahoo! and other third Parties to query the Intelius database containing
the Intelius Content and Intelius Links via a HTTP query and receive a response in XML
format, as set forth on
http://yahoo.intelius.com/feeds/wpfeed.html.
	 
	 	1.11	 	“Internet” means the worldwide collection of computers, networks,
infrastructure, connections and devices, whether now known or later developed, that can
access, connect to, communicate with, or transfer data to, from, through or by way of
the worldwide collection of networks (including without limitation telephone, wireless
and third Party networks) that is commonly known as the Internet.
	 
	 	1.12	 	“Landing Pages” mean the web Pages within the Intelius Sites that are hosted by
Intelius and are co-branded with Intelius Brand Features and the Yahoo! Brand Features
to which the Intelius Links will link so that when a User clicks an Intelius Link, the
User is taken to such Page. Initially, the Landing Pages will be substantially similar
to the mock-up set forth in Exhibit G.
	 
	 	1.13	 	“Launch Date” means the date of first public availability of the Intelius
Content on the Yahoo! Search Results Page in accordance with the terms of this
Agreement, which the Parties initially estimated to be on or about the beginning of the
second calendar quarter.
	 
	 	1.14	 	“Page” means any World Wide Web page (or, for online media other than Web
sites, the equivalent unit of the relevant protocol).
	 
	 	1.15	 	“Paid Search Results” means the content of Advertisers served from Yahoo!’s or
it Affiliate’s paid marketplace database in response to a Query.
	 
	 	1.16	 	“Query” means a search query initiated from the Search Box.
	 
	 	1.15	 	“Reverse Phone Lookup” means a Query initiated on Yahoo! Search that includes a
United States based ten (10) digit phone number.
	 
	 	1.17	 	“Search Box” means the graphical areas in which a User may enter a Query for
Intelius Content on Yahoo! People Search and, in the case of a search for Intelius
Content using a phone number, a Search Box located on any Yahoo! Property.
	 
	 	1.18	 	“Service” means a website to which Users are linked from the Yahoo! Search
Results Page, which website is hosted and operated by Intelius, including the Landing
Pages.




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	 	1.19	 	“Term” means the period specified in Section 12.1.
	 
	 	1.20	 	“User” means a user of the Yahoo! Properties including those users who access
the Landing Page.
	 
	 	1.21	 	“User Data” means any personally identifiable data relating to each User’s use
of Yahoo! Properties, the Service, including Landing Pages, including data that Yahoo!
or its Affiliates or Intelius or its Affiliates collects from a User of the Landing
Pages, that a User of the Landing Pages provides to a Party or to the Parties, or that
a User of the Landing Pages authorizes to be provided to the Parties. User Data
includes, but is not limited to, name, email address, password, credit card or other
identifying information, on-line behavior, internet protocol address, information
whether provided during registration for the services of Yahoo! or the Service. For
the purpose of clarification, User Data does not include aggregated or demographic
information which taken alone, or used in conjunction with any other database, contains
no information that can identify a particular person.
	 
	 	1.22	 	“Web Search Results” means the responses served from Yahoo’s Web search
databases (including all databases related to Yahoo!’s content acquisition programs)
which responses are ranked by an algorithm designed to determine relevance.
	 
	 	1.23	 	“Yahoo! Brand Features” means the mutually agreed upon trademarks, service
marks, logos and other distinctive brand features of Yahoo! set forth on Exhibit
C licensed to Intelius.
	 
	 	1.24	 	“Yahoo! People Search” means the Yahoo! Property currently located at
http://people.yahoo.com and any and all additional, substitution mirror, derivative, or
successor sites or URLs at which such content may be located during the Term.
	 
	 	1.25	 	“Yahoo! People Search Query Page Sites” means the initial page of Yahoo! People
Search currently located at http://people.yahoo.com that provides, among other things,
functionality for a User to search for information on residents in the United States
based on the data fields set forth on Exhibit A.
	 
	 	1.26	 	“Yahoo! Property or Yahoo! Properties” means any or all of Yahoo!’s or its
Affiliates’ worldwide properties, software, products, services, sites and pages,
including, without limitation, those accessible in whole or in part through the
Internet, whether presently existing or later developed, that are developed in whole or
in part by or for Yahoo! or its Affiliates.
	 
	 	1.27	 	“Yahoo! Search” means the United States Web site hosted by Yahoo!, currently
located at http://search.yahoo.com and any and all additional, substitution, mirror,
derivative, or successor sites or URLs at which such content may be located during the
Term, and as mutually agreed by the Parties in writing, other applicable URLS for
countries outside of the United States.
	 
	 	1.28	 	“Yahoo! Search Results Page” means the Web pages of Yahoo! Search that display
search results in response to a Query by User including on Yahoo! People Search.





	 	 	 	 	 
	EXHIBITS	 
	 
	Exhibit A	 	Intelius Integration Plan And Data Fields

	 	 	 	 	 

	Exhibit B	 	Intelius Payment Obligations

	 	 	 	 	 

	Exhibit C	 	Yahoo! Brand Features

	 	 	 	 	 

	Exhibit D	 	Yahoo! Brand Features Guidelines

	 	 	 	 	 

	Exhibit E	 	Service Level Agreement

	 	 	 	 	 

	Exhibit F	 	Mock-Ups of Yahoo! Search Results Pages

	 	 	 	 	 

	Exhibit G	 	Mock-Ups of Landing Pages







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SECTION 2. RESPONSIBILITIES OF THE PARTIES.




     2.1 Intelius Responsibilities.




	 	(a)	 	Integration and Promotion Obligations. During the
Term, Intelius will perform those integration and promotion obligations
which are assigned to Intelius as set forth in the attached Exhibit
A.
	 
	 	(b)	 	Intelius Web Service API. Intelius shall make the
Intelius Web Service API and documentation related thereto available to
Yahoo! no later than April 16, 2008. Intelius shall ensure that the
Intelius Web Service API permits Yahoo! to query the Intelius database
containing the Intelius Content and Intelius Links via a HTTP query and
receive a response in XML format. If Intelius modifies the Intelius
Web Service API it shall provide written notice to Yahoo! with at least
ninety (90) days prior written notice by email
(peoplesearch-ops@yahoo-inc.com) before such modified API is
implemented. Initially the Intelius Web Service API shall be as set
forth on http://yahoo.intelius.com/feeds/wpfeed.html.
	 
	 	(c)	 	Intelius Links. Intelius will provide to Yahoo! all
URLs, URL formats (as applicable), content, and other materials
necessary for Yahoo! to provide the Intelius Links on the Yahoo! Search
Results Page and on Yahoo! People Search. All Intelius Links shall
link directly to the Intelius Site or the Landing Page without any
pop-ups, pop-under, interstitial or other daughter windows pages. In
addition, in the event of an anticipated substantial change in the
traffic directed to the Intelius Site from Yahoo! People Search, Yahoo!
shall use commercially reasonable efforts to notify Intelius as soon as
practical of such change.
	 
	 	(d)	 	Report on Content; Updates of Intelius Content. During
the Term, Intelius shall update the Intelius Content with current
information available to it ( * * * ) Intelius shall, throughout the
term, use best efforts to ensure that the Intelius Content available on
Yahoo! People Search and Yahoo! Search ( * * * )
	 
	 	(e)	 	( * * * )
	 
	 	(f)	 	Landing Page. Intelius will host the Landing Pages
which will provide applicable information to Users depending on the
Intelius Link clicked by a User. During the Term, Intelius agrees to
display the Yahoo! Brand Features set forth on Exhibit C on the Landing
Pages above the fold and in such, subject to the terms of this
Agreement, and substantially as set forth in the mock-up displayed as
Exhibit G. All links from the Intelius Site to Yahoo! shall
link directly to Yahoo! Search, as the case may be, without any
pop-ups, pop-unders, interstitial pages, or other intervening pages.
	 
	 	(g)	 	Intelius Reports. Within fifteen (15) days of the end
of each calendar month after the Launch Date (e.g., the report for the
month of January will be available no later than February 15), Intelius
will provide Yahoo! with reports containing the following information
from the prior month: (i) the total number of Clicks of Intelius Links,
and (ii) the specific Intelius Links and corresponding number of Clicks
for each.
	 
	 	(h)	 	Notice of Changes. Intelius shall provide at least
thirty (30) days prior written notice to Yahoo! if it intends to change
its services or the data and information it





( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.





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	 	 	 	provides in the Intelius Content outside the changes required in the
normal course of Intelius’ business and this Agreement.






	 	(i)	 	Performance. Intelius shall comply with the service
level agreements set forth in Exhibit E (the “SLA” or “Service
Level Agreement”).
	 
	 	(j)	 	Customer Support; Training. Within fourteen (14) days
of the Effective Date and as requested by Yahoo! from time to time, but
not more frequently than four (4) times during any twelve (12) month
period, Intelius shall provide training to Yahoo!’s customer care
department, without fees, on how to respond to User complaints,
questions or issues, regarding, among other things, Intelius Content
and using Intelius’ secure web interface to access the Intelius
database to update Intelius Content or remove a User from the Intelius
database. Intelius will provide Yahoo!’s customer care department with
access to its web interface so that Yahoo! customer care employees can
update the Intelius database and Intelius Content and to remove or
request that Intelius remove an individual from the Intelius database.
Additionally, Intelius will provide customer care for issues that
cannot be resolved by Yahoo!’s customer care department. Intelius will
provide an email alias and telephone number so that Yahoo! can transmit
a customer care issue to Intelius and Intelius shall use commercially
reasonable efforts to resolve such issues within 24 hours of receiving
notice of an issue from Yahoo!.
	 
	 	(k)	 	Implementation of Yahoo! Maps. During the Term, Yahoo!
Shall have the right, but not the obligation, to require Intelius to
implement Yahoo!’s mapping technologies on the Land Pages where
mutually agreed to by both Parties, within sixty (60) days of Yahoo!’s
written request, subject to a Yahoo!’s maps API use terms, located at
http://developer.yahoo.com/maps/mapsTerms.html. Intelius will not pay
for usage of the Yahoo! Maps on the Landing Pages.
	 
	 	(l)	 	( * * * )
	 
	 	(m)	 	Other Opportunities. As requested by Yahoo!, the
Parties agree to meet to discuss potential business opportunities with
( * * * )







( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.




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2.2 Yahoo! Responsibilities.




     (a) Yahoo! Executive Producer. Yahoo!, creates and hosts the following
websites: Yahoo! People Search and Yahoo! Search. Yahoo! is solely responsible for
the selection of, content, design, layout, posting and maintenance of Yahoo! People
Search and Yahoo! Search. Yahoo! reserves the right, at any time, but subject to
its obligations under this Section 2.2, to redesign or modify the organization,
structure, specifications, “look and feel,” navigation, guidelines and other
elements of any Page of Yahoo! People Search and Yahoo! Search, including but not
limited to the Yahoo! Search Results Page,
( * * * ). Additionally, Yahoo! may test on Yahoo! Search
any technologies that do not compete with Intelius product offerings, products or
services as it determines in its sole discretion, subject also to Yahoo!’s
obligation under Section 2.3 below. Intelius expressly acknowledges and agrees
that, subject to its obligations under this Section 2.2 and Section 2.3, Yahoo! may
promote and link to other areas of the Yahoo! Properties, on or from Yahoo! People
Search or Yahoo! Search.




     (b) ( * * * )




     (c) Yahoo! People Search Query Page. During the Term, Yahoo!, will host and
maintain the Yahoo! People Search Query Page, subject to applicable rules and
regulations, initially which shall appear substantially similar to the mock-up
depicted in Exhibit F.




     (d) Yahoo! Search Results Page. After each search on Yahoo! People Search,
based on the criteria provided by the User, Yahoo!, will display Intelius Content
and Intelius Links, to the extent provided by Intelius, on the Yahoo! Search Results
Page. Initially, the Yahoo! Search Results Page shall be substantially similar to
the mock-ups depicted in Exhibit F.




     (e) Yahoo! Search Reverse Phone Lookup Results. Yahoo! will integrate the
Intelius Content through the Intelius Web Service API into all Reverse Phone Lookup
queries on the Yahoo Search Results Pages. This integration will be completed
within One hundred twenty (12) days of the Effective Date of this Agreement.




	 	2.3	 	( * * * ) The Parties agree that for the Term, unless terminated
earlier as provided in this Agreement, ( * * * )





SECTION 3. OTHER AGREEMENTS AND OBLIGATIONS





	 	3.1	 	Tracking Beacons. Yahoo! may provide Intelius with tracking beacons
(“Yahoo! Beacons”) that shall be placed on each Landing Page and track Users
that Click from the Yahoo! Search Results Page to the Landing Pages and
determines whether the Landing Page has loaded. Intelius shall maintain the
Yahoo! Beacons on all Landing Pages and shall not remove them from such pages.’
	 
	 	3.2	 	Hosting Services. Intelius shall host the Intelius Site, the Intelius
People Search Services and Intelius Web API Service and shall maintain the
functionality and availability of each of the foregoing so that they are
available and materially functioning in accordance with the SLA.
	 
	 	3.3	 	Mutual Non-Disparagement. Intelius will not knowingly use Yahoo!
Brand Features or post editorial content on the Intelius Site, that reflects
negatively, disparages, tarnishes the name, reputation, image or goodwill of
Yahoo!, its Affiliates, or any of their products or services. Yahoo! will not
knowingly use Intelius Brand Features or Intelius Content, or post editorial
content on Yahoo! People Search, that reflects negatively, disparages,
tarnishes the name, reputation, image or goodwill of Intelius.
	 
	 	3.4	 	Advertising Rights. Yahoo! has the sole right to sell or license the
advertising and promotional rights with respect to the Yahoo! Properties and
Yahoo! People Search, and Yahoo! will retain any revenue generated from any
sales or licenses of advertising or promotional rights.
( * * * ). Intelius has the sole
 right to sell or license the advertising and promotional rights with respect to
 the Intelius Site and service, and Intelius will retain any revenue generated from
 any sales or licenses of advertising or
promotional rights.





( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



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	 	3.5	 	Pricing and Promotions. Yahoo! will solely determine all aspects of
pricing, if any, of the Yahoo! Properties, including but not limited to retail
pricing, discounts, special offers, payment structure or requirements, and
refunds or cancellation policies. Yahoo! will solely create and administer any
promotions or contest offered on the Yahoo! Properties. Intelius will solely
determine all aspects of pricing of services sold on the Intelius Sites,
including but not limited to retail pricing, discounts, special offers, payment
structure or requirements, and refunds or cancellation policies. Intelius will
solely create and administer any promotions or contest offered on the Intelius
Sites.
	 
	 	3.6	 	Costs of Promotion Obligations. Each Party will bear its own costs
related to its obligations under this Agreement.




4.0 PAYMENTS BY INTELIUS



Following the Launch Date until the end of the Term, Intelius will pay Yahoo! the fees
specified in Exhibit B.



5.0 TAXES; AUDIT





	 	5.1	 	Taxes. Each party is responsible for any state and local sales and
use taxes that apply to their activities under this Agreement and each party is
responsible for their own income taxes.
	 
	 	5.2	 	Audit. Intelius will retain all relevant records for a period of one
year from the date of the termination or expiration of this Agreement. Yahoo!
has the right, at its own expense, to direct an independent certified public
accounting firm to inspect and audit the books and records of Intelius directly
relevant to the payments in Section 4 if: (a) the audit occurs within one year
from the date the relevant payment is made; (b) Yahoo! provides at least thirty
days written notice and the inspection and audit is conducted during regular
business hours and does not unreasonably interfere with normal business
activities. If any audit reveals an underpayment of more than ( * * * ) of the amount owed to Yahoo! for any calendar quarter, Intelius will reimburse Yahoo! reasonable audit costs. If any audit
reveals an underpayment of the amounts due to Yahoo!, Intelius will promptly
pay such amount to Yahoo!.




SECTION 6. CONFIDENTIALITY.





Confidential Information. The Parties entered into a mutual nondisclosure agreement dated
January 20, 2004 (the “Existing NDA”) and agree that the contents and discussions regarding
this Agreement, and any Confidential Information (as defined in the Existing NDA) provided
pursuant to this Agreement, whether before or after the Effective Date, are governed by the
Existing NDA.


SECTION 7. USER DATA





	 	7.1	 	Restrictions on Intelius’ Use and Monitoring Of User Data. Except as
expressly provided in this Agreement, Intelius will not receive or have any access to,
nor shall Intelius attempt to collect or track, any Yahoo! User Data, including without
limitation individual or aggregated preferences or usage patterns.
	 
	 	7.2	 	User Data; Compliance With Privacy and User Data Laws. All Yahoo! User Data
will be retained and owned solely by Yahoo and/or the Yahoo Affiliates. All
information and data provided to Intelius on the Intelius Site otherwise collected by
Intelius relating to user activity on the Intelius Site, including Intelius
Registration Data, will be retained by and owned solely by Intelius. Intelius
covenants that all of its collection and use of data (whether provided by Users or
generated in connection with their use of the Service), including but not limited to
subsequent uses by Intelius of this data, will comply with all applicable federal and
state privacy and consumer protection laws in







( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


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	 	 	 	the United Sates (ii) Intelius has, and will at all times maintain, a privacy policy governing the delivery and use of the
Service; and (iii) Intelius abides, and will at all times abide, by such Intelius’
privacy policies. Neither Party will collect any personally identifiable information
from users on its website without the express consent of the user.






	 	7.3	 	Privacy. Intelius and Yahoo! will act in accordance with their respective
publicly available privacy policies. Each Party represents that its privacy policy
complies with applicable laws and regulations.




SECTION 8. LICENSES.





	 	8.1	 	Intelius Content, Intelius Links and Intelius Brand Features. During the term
of this Agreement, Intelius grants Yahoo! and its Affiliates a royalty-free, fully
paid-up, worldwide, non-transferable, non-exclusive license to use, reproduce, encode,
store, archive distribute, transmit, publicly display, and publicly perform the (a)
Intelius Content, (b) the Intelius Link and (c) Intelius Brand Features, in each case
unmodified and solely as provided by Intelius and solely for the purpose of
performing the Yahoo! Promotion described above. If Intelius objects to Yahoo!’s use
of the Intelius Brand Features, Yahoo! will immediately comply with Intelius’ requests
for changes or removal. Intelius does not grant Yahoo! any right, title, or other
property interest in the Intelius Content or Intelius Brand Features.
	 
	 	8.2	 	Yahoo! Brand Features. During the term of this Agreement, Yahoo! grants
Intelius a royalty-free, fully paid-up, worldwide, revocable, non-transferable,
non-exclusive license to use, reproduce, publicly display, and publicly perform the
Yahoo! Brand Features, in each case unmodified and solely as provided by Yahoo!, and
solely for the purpose of performing the Intelius Promotion Obligations. Any use of
the Yahoo! Brand Features will be in compliance with the Yahoo! Brand Features
Guidelines, attached here as Exhibit D. If Yahoo! objects to Intelius’ use of
the Yahoo! Brand Features, Intelius will immediately comply with Yahoo’s requests for
changes or removal. Yahoo! does not grant Intelius any right, title, or other property
interest in the Yahoo! Brand Features or Yahoo! Content.




SECTION 9. OWNERSHIP.





	 	9.1	 	Intelius Ownership. As between the Parties, Intelius owns all rights, title,
and interest in the Intelius Content, Intelius Brand Features, Intelius Links and
Intelius Site, any technology, methods, or functionality used by Intelius to create and
maintain the Intelius Site, and all other portions of the foregoing (except for any
Yahoo! Property and Yahoo! Brand Features appearing on any of the foregoing).
	 
	 	9.2	 	Yahoo! Property Ownership. As between the Parties, Yahoo! owns all rights,
title, and interest in the Yahoo! Properties, including but not limited to Yahoo!
People Search and Yahoo! Search, any technology, methods, or functionality used by
Yahoo! to create and maintain the Yahoo! Properties, and all other portions of the
foregoing (except for any Intelius Brand Features and Intelius Content appearing on any
of the foregoing).




SECTION 10. WARRANTIES, REPRESENTATIONS, RELATED COVENANTS AND LIABILITY LIMITATIONS





	 	10.1	 	General Warranties. Each Party represents to each other that it:






	 	(a)	 	has the corporate authority to enter into this Agreement;
	 
	 	(b)	 	( * * * ) and





( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


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	 	(c)	 	( * * * )






	 	10.2	 	By Intelius. Intelius represents, warrants and covenants to Yahoo! that:






(a) nothing in the content, data or other information provided by Intelius to Yahoo!,
or any website or Page (including all Landing Pages) linked to by any data provided by
Intelius, contains or executes any viruses, Trojan horses, worms, or other codes that
will delay or disrupt the use of any software or computers;




(b) the Intelius Content and the Intelius Service do not and will not infringe the
Intellectual Property Rights of any third Party;




(c) the terms of this Agreement do not violate and will not cause a breach of the
terms of any other agreement to which Intelius is a Party or by which it is subject or
bound




	 	10.3	 	Disclaimers of Additional Warranties. EXCEPT FOR THE EXPRESS REPRESENTATIONS
AND WARRANTIES MADE IN THIS AGREEMENT, ALL MATERIALS AND DELIVERABLES PROVIDED BY ONE
PARTY AND ITS AFFILIATES TO THE OTHER PARTY HEREUNDER ARE PROVIDED “AS IS.” THE
FOREGOING REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
REPRESENTATIONS, ASSURANCES, OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT.
	 
	 	10.4	 	Limitation of Liability. EXCEPT FOR DAMAGES UNDER SECTIONS 6
(“CONFIDENTIALITY”) 7 (“USER DATA”) AND ( * * * ) IN NO EVENT
WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE UNDER ANY THEORY OF LAW OR EQUITY FOR ANY
LOSS OF DATA, OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST BUSINESS) ARISING OUT OF
PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT, EVEN IF THAT PARTY OR AFFILIATE HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES UNDER SECTIONS 6 (“CONFIDENTIALITY”),
7 (“USER DATA”) AND
11 (“INDEMNIFICATION AND DEFENSE”), EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES
UNDER THIS AGREEMENT, EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL ( * * * )




SECTION 11. INDEMNIFICATION AND DEFENSE.





11.1 By Intelius. Intelius, at its expense, will indemnify, defend and hold harmless
Yahoo!, its Affiliates, their employees, officers, directors, representatives, and agents,
against any third Party claim, suit, action, or other proceeding brought against Yahoo! or
against such persons or entities, including, without limitation, any costs and expenses
arising out of such claims, including, without limitation,



( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


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reasonable attorney’s fees, to the extent based on or arising from a claim that (a) that Intelius breached any
representation, warranties and covenants set forth herein; or (b) the Intelius People Search
Services, Intelius Results Links, Intelius Web Service API, Intelius Brand Features or
Intelius Content provided by Intelius to Yahoo! under this Agreement, or the Intelius Site,
is or contains any material or information that is obscene, defamatory, libelous,
slanderous, or violates any law or regulation, or violates any rights of any person or
entity, including, without limitation, rights of publicity, privacy or personality, or has
otherwise resulted in any consumer fraud, product liability, tort, breach of contract,
injury, damage or harm of any kind to any third Party; or (c) the Intelius People Search
Services, Intelius Results Links, Intelius Web Service API, Intelius Brand Features or
Intelius Content provided by Intelius to Yahoo! under this Agreement infringes in any manner
any United States copyright, trademark rights, or service mark rights, misappropriates any
trade secrets of any third Party, or (d) any Intelius services, including the Intelius
People Search Services, infringes any United States patent right of any third Party.




11.2 By Yahoo!. Yahoo!, at its expense, will indemnify, defend and hold harmless Intelius,
its affiliates and their employees, officers, directors, representatives, and agents,
against any third Party claim, suit, action, or other proceeding brought against Intelius or
against such persons or entities, including, without limitation, any costs and expenses
arising out of such claims, including, without limitation, reasonable attorney’s fees, to
the extent based on or arising from a claim that any
( * * * ).




11.3 Procedure. The indemnity obligations apply only if the indemnified Party: (a) provides
the indemnifying Party with prompt notice of a claim unless failure to provide such prompt
notice does not injure the indemnifying Party; (b) permits the indemnifying Party to assume
and control the defense of such action; and (c) upon the indemnifying Party’s written
request, and at no expense to the indemnified Party, provides to the indemnifying Party all
available information and any reasonable assistance necessary for the indemnifying Party to
defend the claim. The indemnifying Party will not enter into any settlement or compromise
of any claim without the indemnified Party’s prior written consent, which will not be
unreasonably withheld, unless the settlement or compromise includes a complete release of
all claims against and liability for the indemnified Party. The indemnifying Party will pay
any costs, damages, and expenses, including, but not limited to, reasonable attorney’s fees
and costs awarded against or otherwise incurred by the indemnified Party in connection with
or arising from any the claim, suit, action or proceeding.



12.0 TERMINATION AND OBLIGATION TO DISTRIBUTE





12.1 Term. This Agreement will be effective for a period of ( * * * ) from the
Effective Date unless earlier terminated pursuant to Section 12.3 (the “Initial Term”), or
renewed in accordance with Section 12.2. The Initial Term and any renewal terms are
collectively, the “Term.”




12.2 Renewal. ( * * * )




12.3 Termination. ( * * * ) may terminate this Agreement ( * * * )




12.4 Effect of Termination or Expiration. Upon any termination or expiration of this
Agreement: (a) all licenses granted hereunder shall immediately expire; (b) the Parties will
immediately cease representing to the public any affiliation between them in connection with
the matters which are the subject of this Agreement; (c) each Party will return to the other
within thirty days any confidential information or property of the other Parties delivered
pursuant to this Agreement; and (d) the following provisions will survive any termination or
expiration of the Agreement: 1, 3.3, 3.4, 3.5, 3.6, 4, 5, 6, 9, 10.3, 10.4, 11, 12.4 and 13.



( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


- 10 -









 





13.0 GENERAL





13.1 Intellectual Property Interests Retained. Neither Party grants the other interest in
its Intellectual Property Rights, or grants any license to use them other than those
expressly specified, and then only for the duration and purpose specified.




13.2 Publicity. Neither Party will publicize the terms or the existence of this Agreement
to any third Party without prior written consent from the other Party and after the other
Party’s approval of the form and content of any publicity release or other public promotion.
If either Party elects to file this Agreement with the Securities and Exchange
Commission, it will provide the other no less than
( * * * ) business days before the expected
date of the filing (the “Filling Date”), a copy of the Agreement marked to show the sections
on which it plans to seek confidential treatment. Each Party agrees to expand its
confidential treatment request to include those provisions of this Agreement reasonably
indicated by the other Party at least ( * * * ) days before the Filing Date as terms on which
it requests confidential treatment, if reasonable in the opinion of counsel retained for
such matters by the filing Party.




13.3 Notice. Notices and demands that a Party is required to serve or desires to serve on
the other must be sent in writing and are deemed received:




(a) on the day sent if transmitted via electronic mail, telegram, or confirmed;




(b) upon execution of a receipt if sent by U.S. mail or courier, return receipt requested;




(c) or within five days of the day sent if transmitted by any other method.




Notices
sent to Yahoo! must be directed to: Vice President, Yahoo! Search Business, Yahoo!
Search (e-mail: tmayer@yahoo-inc.com), with a copy to General Counsel (e-mail:
callahan@yahoo-inc.com). Notices sent to Intelius must be delivered to: Ed Petersen at the
address provided on the first page of this Agreement (email: epeterson@Intelius.com) with a
copy to General Counsel at the same address (e-mail: wbeaver@intelius.com). Either Party
may change its contact person for purposes of notice by sending the other Party the name of
its designate in writing.




13.4 Governing Law. This Agreement is governed by and construed using California law,
without giving effect to California conflict of law provisions or constructive presumptions
favoring either Party. The Parties consent to venue and jurisdiction in the state and
federal courts located in Santa Clara County, California.




13.5 Force Majeure. Neither Party shall be liable to the other for any default or delay in
the performance of any of its obligations under this Agreement if such default or delay is
caused, directly or indirectly, by any cause beyond such Party’s reasonable control (each, a
“Force Majeure Event”); provided, however, that the Party affected by the
Force Majeure Event shall provide the other Party with prompt written notice of the Force
Majeure Event and use commercially reasonable efforts to minimize the effect of the Force
Majeure Event upon such Party’s performance; provided, further, that should
the performance by either Party of its obligations under this Agreement be prevented by a
Force Majeure Event for more than sixty (60) days, the other Party shall have the right to
terminate this Agreement without liability to the non-performing Party.




13.6 Assignment. Intelius may not directly or indirectly assign or transfer (whether by
operation of law or otherwise) the Agreement or delegate any of its rights or obligations
under the Agreement without Yahoo’s prior written consent, which consent will not be
unreasonably withheld, provided however that, in the event of a Change of
Control, Yahoo shall have the right to terminate this Agreement, unless such Change of
Control is solely in connection with an initial public offering by Intelius. Any purported
assignment or transfer of the Agreement in contravention of this Section 16.2 shall be null
and void and of no force and effect. Yahoo may assign the Agreement to (a) an Affiliate,
(b) Yahoo’s successor pursuant to



( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


- 11 -









 






a merger, reorganization, consolidation or sale, or (c) an entity that acquires all or substantially all of that portion of Yahoo’s assets or business
for which the Licensed Product(s) and/or services were acquired or being used. The
Agreement is binding upon the successors and permitted assigns of the Parties and the name
of the Party appearing herein will be deemed to include the names of such Party’s successors
and permitted assignees to the extent necessary to carry out the intent of the Agreement.
Change of Control definition. “Change in Control” means with respect to any Party, any
transaction or event or series of related transactions or events or any agreement to enter
into or complete any such transaction(s) or event(s) pursuant to which (i) all or
substantially all of the assets of such Party or (ii) equity interests in such Party that
have the power to cast at least 25% of the votes entitled to be cast in elections of
directors (or similar officials) of such Party, shall be acquired by a Person (whether by
means of a tender or exchange offer, reclassification, consolidation, merger, sale or other
disposition of such assets or such equity interests, compulsory exchange of equity
interests, liquidation, or otherwise.) “Person” as used in this section means a natural
person, a corporation, a limited liability company, a general or limited partnership, a
trust, an estate, a joint venture, any governmental entity, or any other entity or
organization.




13.7 Relationship of the Parties. The Parties are dealing with each other as independent
contractors. Neither this Agreement nor any terms creates a partnership, joint venture or
agency. Neither Party may bind the other in contracts with third Parties or make promises
and representations on behalf of the other Party without the other Party’s written consent.
Employees and agents of one Party without the other Party’s written consent. Employees and
agents of one Party are not employees or agents of the other. Other than that expressly set
forth herein, no Party owes the others any compensation for performing the actions
contemplated by this Agreement. This Agreement is made for the benefit of Yahoo! and
Intelius and their respective affiliates and is not for the benefit of any third Parties.




13.8 Severability. If part of any provision in this Agreement is unenforceable, then the
remainder of the provision will be enforced to affect the intention of the Parties. The
validity of all other provisions in the Agreement will not be affected.




13.9 No General Waiver. Waiver of any one default will not waive subsequent defaults of the
same or different kind.




13.10 Entire Agreement. This Agreement, any exhibits, and the Existing NDA are the complete
agreement between the Parties with respect to this subject matter, superseding any prior
understandings, both written or oral.




13.11 Amendments. This Agreement may be amended only by a written agreement signed by all
of the Parties.




13.12. Counterparts. This Agreement may be executed in counterparts, each of which is
considered an original, and all of which constitute one instrument. The Parties must
deliver original execution copies of this Agreement to one another as soon as practicable
following execution.



[Signature page follows]




- 12 -









 








     This Service and Promotion Agreement has been executed by the duly authorized representative
of the Parties, effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	YAHOO! INC.	 	INTELIUS INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Vish Makhijani	 	By:	 	/s/ Ed Petersen
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Vish Makhijani
	 	 	 	Name:
	 	Ed Petersen
	 

	 	Title:
	 	SVP Search
	 	 	 	Title:
	 	Executive Vice President
	 

	 	Date:
	 	4/17/08
	 	 	 	Date:
	 	4/16/08







- 13 -












 





EXHIBIT A




INTELIUS INTEGRATION PLAN AND DATA FIELDS




Integration Plan



When a User on Yahoo! People Search submits a Query, Yahoo! will send one or more of the data
fields set forth below under the title “Yahoo! People Search Query Fields” to Intelius through the
Intelius Web Service API.



In that event, Intelius will use such data to perform a search against Intelius’ applicable
database, and will submit by an XML feed to Yahoo! the Intelius Content set forth below under
“Intelius Content Data Fields” for display on the Yahoo! Search Results Page, together with links
from Yahoo! Search to the Landing Page.



Should a User click on an Intelius Link and be transferred to the Landing Page the User will have a
return link that allow that user to easily navigate back to the referring Yahoo! People Search from
which the User transferred. Intelius agrees that such link backs will materially conform to that
rendered in Exhibit B or such other link as provided by Yahoo!.



As referenced in the preceding paragraphs, at a minimum, the data required to be submitted by
Yahoo! to Intelius will be as set forth below in the “Yahoo! People Search Query Fields” section.



Yahoo! People Search Query Fields



The following fields must be provided by Yahoo! in response to a User’s Yahoo! People Search Query
for Intelius to deliver Intelius Content to Yahoo!:



(a) For U.S. Phone and Address:





	 	(i)	 	Required fields: last name. (May also include the following optional fields:
first name/initial, city/town, state)
	 
	 	(ii)	 	Optional fields: first name/initial, city/town, state.




(b) Email Search:





	 	(i)	 	Required First name/initial and last name.





(c) Phone Number:





	 	(i)	 	Required: Area code and phone number.





Intelius Content Data Fields



In response to a Query, Intelius will deliver the following Intelius Content, to the extent
possessed by Intelius, for display on the Yahoo! Search Results Page:




(a) First Name




(b) Last Name




(c) State




(d) Business and personal addresses




(e) Business and personal email addresses




(f) Business and personal phone numbers




 - 14 - 









 





Intelius Links



The items that are boxed in the color red on Exhibit F shall constitute the initial
Intelius Links on the Yahoo! Search Results Page that shall be displayed in response to a Query;
provided that in accordance with Yahoo!’s “executive producer” rights in Section 2.2(a) it may
amend the location of the Intelius Links from time to time. Yahoo! will work in good faith with
Intelius to optimize the Intelius Links throughout the course of this Agreement.




 - 15 - 









 








EXHIBIT B




INTELIUS PAYMENT OBLIGATIONS




Intelius will pay ( * * * )




( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


 - 16 - 









 





EXHIBIT C




LINK BACK TO YAHOO! SITE




[Graphic
— back to Yahoo! People Search]






 - 17 - 









 





EXHIBIT D




YAHOO! BRAND FEATURES GUIDELINES





	1.	 	General. All Yahoo! trademarks, logos, service marks, trade dress, slogans, copyrighted
designs or other brand features (collectively “Brand Features”) will be used only as
explicitly licensed by Yahoo!, and only under the terms and conditions and for the purposes
described in such License. The other Party to the License granted by Yahoo! is referred to as
the “Licensee”. To the extent they may differ with the general terms below, the specific
terms of the License govern all use of the Brand Features by the Licensee.
	 
	2.	 	Approval. All specific uses of any Yahoo! Brand Features must be approved in advance by
Yahoo! Brand Marketing. You may request approval by completing the Request for Approval Form
attached as an Exhibit to the License and/or which may be found at
http:_docs.yahoo.com_info.permissions.permissions.html, and forwarding it to
Permissions Agent at fax no. (408) 349-5310 or s/s Yahoo! Inc., 701 First Avenue, Sunnyvale,
CA 94089. You must also include complete samples of each proposed use. Yahoo!’s brand
marketing department will typically review the request and respond within ten (10) business
days, but is under no obligation to respond. You may not use Brand Features unless and until
Yahoo! has granted its specific approval and any and all conditions of such approval have been
fulfilled by the Licensee.
	 
	3.	 	Appearance of Logos. The Licensee will ensure that the presentation of the Yahoo! Brand
Features will be consistent with Yahoo!’s own use of the Yahoo! Brand Features in comparable
media. From time to time during the term of the License, Yahoo! may provide to Licensee
written guidelines as to the size, typeface, colors, and other graphic characteristics of the
Yahoo! Brand Features, which upon delivery to the Licensee shall be deemed to be incorporated
into the License and into these Guidelines.
	 
	4.	 	Notices. All trademarks and service marks included in the Yahoo! Brand Features will be
designated with “SM”, “TM” or “®,” in the manner directed by Yahoo!.
	 
	5.	 	Restrictions upon Use. The Yahoo! Brand Features will not be presented or used: a) in a
manner that suggests that editorial content has been authored by, or represents the views or
opinions of, Yahoo! or any Yahoo! personnel or affiliate; b) in a manner that is misleading,
defamatory, libelous, obscene, infringing or otherwise objectionable; c) in connection with
any material that infringes the trademark, copyright or any other rights of any third Party;
d) as part of a name of a product or service of a company other than Yahoo!; or e) In a manner
that infringes, derogates, dilutes, or impairs the rights of Yahoo! in the Brand Features.
Yahoo! shall have complete discretion to evaluate Licensee’s use and to decide whether that
use violates any of the foregoing restrictions.
	 
	6.	 	Use for Yahoo!’s Benefit. Any use of the Yahoo! Brand Features shall inure to the benefit of
Yahoo! By using the Brand Features pursuant to Yahoo’s approval, Licenses acknowledges
Yahoo!’s ownership of all Brand Features and warrants that it will not take any action which
is inconsistent with Yahoo!’s ownership.
	 
	7.	 	Nonexclusive Remedy. The Licensee will make any changes to its use of the Yahoo! Brand
Features as are requested by Yahoo! This remedy is in addition to any other legal remedies to
which Yahoo! may be entitled in relation to Licensee’s use of Yahoo! Brand Features.
	 
	8.	 	Revisions & Further Info. These Guidelines may be modified at any time by Yahoo! upon
written notice to the Licensee.




 - 18 - 









 











EXHIBIT E




SERVICE LEVEL AGREEMENT





	1.	 	Purpose.





     The purpose of this Service Level Agreement is to detail the service levels required of
Intelius with respect to the provision of Intelius Content and the Landing Pages to which Users are
directed from Yahoo! Properties. Terms not defined in this Exhibit E shall have the
meaning set forth in the Agreement. All measurements and requirements under this SLA shall be
pursuant to tests performed by or confirmed by a third party selected by Yahoo! and approved by
Intelius, and the Parties shall share all costs of such third party.




	2.	 	Definitions






	 	a.	 	“Availability and Page Load Exceptions” shall mean the exceptions detailed in
Section 6 below.
	 
	 	b.	 	“Downtime” shall mean ( * * * )
	 
	 	 	 	( * * * )
	 
	 	d.	 	“Page Load Time Objective” has the meaning set forth in Section 4.
	 
	 	e.	 	“Permitted Downtime” means the number of minutes of Downtime per month that are
attributable to the Availability Exceptions and is not more than .05% of a calendar
month.
	 
	 	f.	 	“Planned Maintenance Period” has the meaning set forth in Section 5 below.
	 
	 	g.	 	“Service Availability” means ( * * * )
	 
	 	h.	 	( * * * ) means ( * * * )
	 
	 	i.	 	“Uptime” means the number of minutes per month that are not considered Downtime
or Permitted Downtime.






	3.	 	Availability.






	 	a.	 	Intelius will make the Intelius Content and Landing Pages available every day
of the year and 24 hours a day, except for Planned Maintenance Periods.
	 
	 	b.	 	Intelius agrees that the Intelius Content and Landing Pages shall meet or
exceed the Service Availability Objective.






	4.	 	Data Transfer Speeds: Page Load Times





     ( * * * )




	5.	 	Planned Maintenance Period





     Intelius will perform maintenance between 12:00 — 5:00 am PT to minimize impact to Users. To
quality as a “Planned Maintenance Period” for purposes of this SLA, Intelius shall provide Yahoo!
with written notice as follows: (a) with respect to planned maintenance, written notice must be
provided 24 hours prior to the planned maintenance and (b) with respect to emergency maintenance,
as soon as possible, but no later than one (1) hour after emergency maintenance is complete. For
purposes of receiving such notices, Yahoo! designates the following e-mail address: ( * * * )




	6.	 	Availability and Page Load Exceptions





     The occurrence of any one of the following events will constitute an exception to Intelius’
obligation to meet the Service Availability Objective or Page Load Time Objective and will be
considered Permitted Downtown:




	 	a.	 	An outage, slowdown, failure or delay that is due to Yahoo!, or any of their
Affiliates, agents, contractors, consultants, or providers acting on its behalf;







( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


 - 19 - 









 











	 	b.	 	An outage, slowdown, failure or delay that is caused by an event that is beyond
the reasonable control of Intelius, including, but not limited to, acts of God, acts of
any government in its sovereign or contractual capacity, terrorist acts, fires, floods,
snowstorms, earthquakes, epidemics, quarantine restrictions, wars, riots, rebellions,
insurrections or civil unrest, Internet viruses, hacker attacks such as “Denial of
Service”, and general Internet brown-outs, black-outs and slowdowns;
	 
	 	c.	 	An outage, slowdown, failure or delay that is attributable to an unexpected
material increase in traffic from Yahoo!; or
	 
	 	d.	 	An outage, slow/down, failure, or delay that is attributable to a Planned
Maintenance Period.






	7.	 	Reports.





     Upon the request of Yahoo!, Intelius will provide a report showing Intelius’ ( * * * )




	8.	 	Incident Management.





     Security issues or vulnerabilities associated with the Service and identified by Yahoo! will
be promptly communicated to Intelius in writing. Once notice of such an issue or vulnerability is
received by Intelius, Intelius will assign a prioritization level to the issue based on the
descriptions below and will respond to Yahoo accordingly. Provided such issue is within the
reasonable control of Intelius, Intelius will work thereafter with Yahoo! to attempt to resolve the
issue.



	 	 	 	 	 	 	 	 	 
	Service	 	 	 	 	 	 	 	 
	Impact	 	 	 	Initial	 	 	 	Resolution
	Report	 	Description	 	Response	 	Updates	 	Target
	Level 1

	 	( * * * )
	 	( * * * )
	 	Hourly
	 	Continuous until resolution
	Level 2

	 	( * * * )
	 	( * * * )
	 	Every 8 hour or as requested
	 	24 hours
	Level 3

	 	( * * * )
	 	( * * * )
	 	Every 12 hours or as requested
	 	1 business day





Notwithstanding the foregoing, Yahoo! acknowledges and agrees that Intelius’ ability to respond or
resolve an issue described under this Section may be dependent upon third Party hardware, software,
or other vendors issuing patches, updates, bug fixes, or other remedial services, code, or
documentation and in the event of delays attributable to such third Party vendors, the timeliness
of this Section will be extended accordingly.





	9.	 	Response Team





     Intelius has policies and procedures in place to notify its personnel on a 24 hour a day, 7
days a week basis if the Intelius Content is not being received or if the Landing Page or Intelius
sites are not up and operational. Yahoo! will notify Intelius of any performance issues relating
to this SLA by contacting the following:



	 	 	 	 	 	 	 	 	 	 	 
	Contact Type	 	Title	 	Name	 	Email	 	Phone	 	Pager or Cell
	Primary Business
 contact
	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	Additional Business contact

	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	Program/Project
Manager Primary Technical
Contact

	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	Operations Manager

	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	Customer Service Support

	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )
	 	( * * * )





( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


 - 20 - 









 





10. Outages. In the event of any unscheduled emergency outage, slowdown, failure or delay,
Intelius will notify Yahoo! and the following to the following email contact address: ( * * * )




( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


 - 21 - 











 





EXHIBIT F

MOCK-UPS OF YAHOO! SEARCH RESULTS PAGES




1.) Yahoo! People Search




[YAHOO! PEOPLE SEARCH LOG]




	 	 	 	 	 	 	 
	U.S. Phone & Address	 	 	 	Reverse Phone #	 	Email Search
	 
	 	 	 	 	 	 
	First Name / Initials

	 	Last Name (required)
	 	Phone Number
	 	First Name/Initials
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	City/Town

	 	State
	 	#: 308-565-1212
	 	Last Name
	 
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Search

	 	 	 	Search
	 	Search
	 
	 	 	 	 	 	 
	 

	 	 	 	 
	 	 





- 22 -









 






2.) Yahoo! Search Results Page – Phone & Address




[Web
screenshot — Yahoo! Search Results Page — Phone &
Address]




[Searching
for “John Klem” for all locations]





- 23 -









 





3.) Yahoo! Search Results Page – Reverse Phone Lookup




[Screenshot
— Yahoo! Search Results Page — Reverse Phone Lookup]




[Looking
for “5106200814” results for all locations]






- 24 -









 





4.) Yahoo! Search Results Page – Email Search






[Screenshot
— Yahoo! Search Results Page — Email Search]




[Searching
for “John Klem”]




- 25 -









 





5.) Yahoo! Search Results Page – No Results







[Screenshot
— Yahoo! Search Results Page — No Results]





[Searching
for “John Klem”]





- 26 -









 





EXHIBIT G




MOCK-UPS OF LANDING PAGES




Intelius Landing Page





[Mock-Ups
of Intelius Landing Pages]





- 27 -









 





EXHIBIT G continued

MOCK-UPS OF LANDING PAGES




Mock-up of landing page with a single result.





[Mock-ups
of Landing Pages]




[Mock-up of Landing Page with a single result

Name, Address, Phone number & Mock-up of address]






- 28 -









 





EXHIBIT G continued

MOCK-UPS OF LANDING PAGES







[Mock-ups
of Landing Pages]




[Mock-up
of Landing Page with multiple results]







- 29 -









 








YAHOO! INC. – INTELIUS INC.




AMENDMENT ONE TO SERVICE AND PROMOTION AGREEMENT




     This Amendment One (“Amendment One”) to the Service and Promotion Agreement, dated April 15,
2008, by and between Yahoo! Inc., a Delaware corporation, with offices at 701 First Avenue,
Sunnyvale, CA 94089 (“Yahoo!”) Intelius Inc., a Delaware corporation with its principal place of
business at 500 108th Avenue NE, 25th Floor, Bellevue, Washington 98004
(“Intelius”), amends, modifies and supplements the Agreement as set forth below, and is effective
as of June 27, 2008 (the “Amendment One Effective Date”).



     For good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereby agree to amend the Agreement as set forth below. Unless otherwise expressly defined herein,
all capitalized terms used herein shall have the meaning set forth in the Agreement.




	 	1.	 	Section 2.2(b) of the Agreement is deleted in its entirety and replaced with
the following:






	 	 	 	“(b) ( * * * )






	 	2.	 	Paragraph (a) entitled ( * * * ) of Exhibit B of the Agreement is
deleted in its entirety and replaced with the following:
	 
	 	 	 	( * * * )
	 
	 	3.	 	Miscellaneous. This Amendment One may be delivered by facsimile and may be
executed in two or more counterpart, each of which will be deemed to be a duplicate
original, but all of which, taken together, will be deemed to constitute a single
instrument. Except as expressly amended as set forth herein, the Agreement shall
remain unchanged and in full force and effect in accordance with its terms.





     IN WITNESS WHEREOF, the Parties have caused this Amendment One to the Service and Promotion
Agreement to be executed by their duly authorized representatives as of the Amendment One Effective
Date.



	 	 	 	 	 	 	 	 	 	 
	YAHOO! INC.	 		INTELIUS INC.
	 				
	By: 	/s/ [illegible signature]	By: 	/s/ Ed Peterson
	 	 	 		 	 
	 

	Name:
	[illegible]	 		 	 	Name: 
	 	Ed Peterson
	 

	Title: 
	[illegible]	 		 	 	Title:
	 	SVP Sales and Marketing




( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.



- 1 -









 






EXECUTION COPY




YAHOO! INC. – INTELIUS INC.




AMENDMENT TWO TO SERVICE AND PROMOTION AGREEMENT




     This Amendment Two (“Amendment Two”) amends that certain Service and Promotion Agreement,
dated April 15, 2008, by and between Yahoo! Inc., a Delaware corporation, with offices at 701 First
Avenue, Sunnyvale, CA 94089 (“Yahoo”) and Intelius Inc., a Delaware corporation, with its principal
place of business at 500 108th Avenue NE, 25th Floor, Bellevue, Washington
98004 (“Intelius”), as amended effective as of
April 15, 2008 (“Amendment 1”) (collectively, the
“Agreement”). This Amendment Two is effective as of August 1, 2009 (the “Amendment Two Effective
Date”).



     For Good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereby agree to amend the Agreement as set forth below. Unless otherwise expressly defined herein,
all capitalized terms used herein shall have the meaning set forth in the Agreement.


Section 2.2(b) of the Agreement is hereby deleted in its entirety and replaced with the following:





( * * * )


The following sentence shall be added to the end of Section 2.2(d) (“Yahoo! Search Results Page”);





“Effective August 1, 2009, the Yahoo! Search Results Pages as set
forth on Exhibits F2.), F3.), F4,) and F5.) shall be deleted in
their entirely and, shall be replaced by the mockups in the attached
revised Exhibit F and lettered “(A)” through “(E).” Yahoo! shall
use commercially reasonable efforts to implement such new Yahoo!
Search Results Pages by August 1, 2009. The Yahoo! Search Results
Page for an email search from Yahoo! People Search shall appear
substantially similar to the mockups set forth on Exhibits F(A)
through F(E) with appropriate changes for the revised search
criteria. For Avoidance of doubt, Exhibit F 1.) shall continue as
part of the Agreement.


Section 12.1 of the Agreement is deleted in its entirety and replaced with the following:





“12.1
Term. This Agreement will be effective through ( * * * )
unless earlier terminated pursuant to Section 12.3 (the “Initial
Term”), or renewed in accordance with Section 12.2. The Initial
Term and any renewal terms are collectively, the “Term.”


Paragraph (a) entitled ( * * * ) of Exhibit B of the Agreement as set forth in Paragraph 2
of Amendment 1 is deleted in its entirety and replaced with the following:





( * * * )


Exhibits F2,), F3,), and F5.) of the Agreements are deleted in their entirety and replaced
with Exhibits F(A), F(B), F(C), F(D) and F(E) set forth below:




( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


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EXHIBIT F(A)

YAHOO! SEARCH RESULTS PAGE AFTER SEARCH FROM YAHOO! PEOPLE SEARCH





[Yahoo!
Search Results Page after search from Yahoo! People Search]




[Searching
for “Ed Petersen” in Seattle, WA]




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EXHIBIT F(B)

YAHOO! SEARCH RESULTS PAGE – REVERSE PHONE LOOKUP WHERE THERE ARE SEARCH

RESULTS AFTER SEARCH ON YAHOO! PEOPLE SEARCH OR FROM YAHOO! SEARCH




Graphic




Screenshot




Reverse Phone Lookup where there are Search Results after search on




Yahoo! People Search and from Yahoo! Search





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EXHIBIT F(C) YAHOO! REVERSE PHONE LOOKUP WHERE NO RESULTS

AFTER SEARCH ON ONLY YAHOO! PEOPLE SEARCH:





[Yahoo!
Reverse Phone Lookup where no results after search on only Yahoo!
People Search]




[Searching
for “(206) 282-2224”]





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EXHIBIT F(D) YAHOO! REVERSE PHONE LOOKUP WHERE NO RESULTS

AFTER SEARCH ON ONLY YAHOO! SEARCH:





[Yahoo!
Reverse Phone Lookup where no results after search only on Yahoo!
Search]




[Searching
for “(206) 282-2224”]




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EXHIBIT F(E) YAHOO! SEARCH RESULTS PAGE WHERE NO RESULTS

AFTER SEARCH FOR A NAME ON YAHOO! PEOPLE SEARCH:





[Yahoo!
Search Results Page where no results after search for a name on
Yahoo! People Search]




[Searching
for “Jackson Petersen” in Washington State]





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Exhibit G of The Agreement which contains Mock-Ups of Intelius Landing Pages is Deleted in
its entirety and replaced with the following:




Exhibit G

Mockups of Intelius Landing Page



The following sets forth a Mock-up of the Intelius Landing page with no results and, for avoidance
of doubt, such page shall include the “Back to Yahoo! People Search” link set forth below:





[Mockup
Intelius Landing Page]





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EXECUTION COPY

Exhibit G continued.



The following sets forth a mock-up of the Landing Page with a single result and, for avoidance of
doubt, such page shall include the “Back To Yahoo! People Search” link set forth below:




[Mockup
Landing Page with Single Result]




[Searching
for “Michael Greenleaf” in Seattle, WA]






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Exhibit G continued

The following sets forth a Mock-up of the Landing Page with multiple
results, and, for avoidance of doubt, such page shall include the “Back To Yahoo! People Search” link set forth below:




[Mockup
Landing Page with multiple results]





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EXECUTION COPY


Exhibit E (Service Level Agreement) of the Agreement is hereby deleted in its entirety and replaced
with the Service Level Agreement attached hereto.



The Agreement is hereby amended to include the new Exhibit H (Intelius Products) attached hereto.



Miscellaneous. This Amendment Two may be delivered by facsimile and may be executed in two or more
counterparts, each of which will be deemed to be a duplicate original, but all of which, taken
together, will be deemed to constitute a single instrument. Except as expressly amended as set
forth herein, the Agreement shall remain unchanged and in full force and effect in accordance with
its terms.




     IN WITNESS WHEREOF, the Parties have caused this Amendment Two to the Service and Promotion
Agreement to be executed by their duly authorized representatives as of the Amendment Two Effective
Date.



	 	 	 	 	 	 	 	 	 	 	 
	YAHOO! INC.	 	INTELIUS INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Josh Jacobs	 	By:	 	/s/ Ed Peterson
	 	 	 	 	 	 	 
	 

	 	Name:
	 	Josh Jacobs
	 	 	 	Name:
	 	Ed Peterson
	 

	 	Title:
	 	Vice President
	 	 	 	Title:
	 	SVP Sales and Marketing






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EXECUTION COPY


EXHIBIT E




SERVICE LEVEL AGREEMENT




1. Purpose.




     The purpose of this Service Level Agreement is to detail the service levels required of
Intelius with respect to the provision of Intelius Content and the Landing Pages to which Users are
directed from Yahoo! Properties. Terms not defined in this Exhibit E shall have the
meaning set forth in the Agreement. All measurements and requirements under this SLA shall be
pursuant to tests performed by or confirmed by a third party selected by Yahoo! and approved by
Intelius, and the Parties shall share all costs of such third party. The SLA will be reviewed on
quarterly basis and, if needed, may be adjusted as agreed upon mutually in writing by the parties.



2. Definitions





	 	a.	 	“Availability and Page Load Exceptions” shall mean the exceptions detailed in
Section 6 below.
	 
	 	b.	 	“Downtime” shall mean ( * * * )
	 
	 	c.	 	“Measured Pages” means the Landing Pages
upon which Users may land, as well as any pages on Intelius sites on
which Users may land when exiting Yahoo! Properties.
	 
	 	d.	 	“Page Load Time Objective” has the meaning set forth in Section 4.
	 
	 	e.	 	“Permitted Downtime” means ( * * * )
	 
	 	f.	 	“Planned Maintenance Period” has the meaning set forth in Section 5 below.
	 
	 	g.	 	“Service Availability” means ( * * * )
	 
	 	h.	 	( * * * ) means ( * * * )
	 
	 	i.	 	“Uptime” means the number of minutes per month that are not considered Downtime
or Permitted Downtime.





3. Availability.





	 	a.	 	Intelius will make the Intelius Content and Landing Pages available every day
of the year and 24 hours a day, except for Planned Maintenance Periods.
	 
	 	b.	 	Intelius agrees that the Intelius Content and Landing Pages shall meet or
exceed the Service Availability Objective.





4. Data Transfer Speeds; Page Load Times




     ( * * * )



5. Planned Maintenance Period




     Intelius
will perform maintenance between 12:00 – 5:00 am PT to minimize impact to Users. To
qualify as a “Planned Maintenance Period” for purposes of this SLA, Intelius shall provide Yahoo!
with written notice as follows: (a) with respect to planned maintenance, written notice must be
provided 24 hours prior to the planned maintenance and (b) with respect to emergency maintenance,
as soon as possible, but no later than one (1) hour after emergency maintenance is complete.. For
purposes of receiving such notices, Yahoo! designates the following e-mail address: ( * * * )




( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


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EXECUTION COPY

6. Availability and Page Load Exceptions




     The occurrence of any one of the following events will constitute an exception to Intelius’
obligation to meet the Service Availability Objective or Page Load Time Objection and will be
considered Permitted Downtime:




	 	a.	 	An outage, slowdown, failure or delay that is due to Yahoo!, or any of their
Affiliates, agents, contractors, consultants, or providers acting on its behalf;
	 
	 	b.	 	An outage, slowdown, failure or delay that is caused by an event that is beyond
the reasonable control of Intelius, including, but not limited to, acts of God, acts of
any government in its sovereign or contractual capacity, terrorist acts, fires, floods,
snowstorms, earthquakes, epidemics, quarantine restrictions, wars, riots, rebellions,
insurrections or civil unrest, Internet viruses, hacker attacks such as “Denial of
Service”, and general Internet brown-outs, black-outs and slowdowns;
	 
	 	c.	 	An outage, slowdown, failure or delay that is attributable to an unexpected
material increase in traffic from Yahoo!; or
	 
	 	d.	 	An outage, slowdown, failure or delay that is attributable to a Planned
Maintenance Period.
	 
	 	e.	 	An outage, slowdown, failure or delay due to Internet or network transit issues
outside of Intelius’ control.





7. Reports.




     Upon the request of Yahoo!, Intelius will provide a report showing Intelius’ ( * * * )



8. Incident Management.




     Security issues or vulnerabilities associated with the Service and identified by Yahoo! will
be promptly communicated to Intelius in writing. Once notice of such an issue or vulnerability is
received by Intelius, Intelius will assign a prioritization level to the issue based on the
descriptions below and will respond to Yahoo! accordingly. Provided such issue is within the
reasonable control of Intelius, Intelius will work thereafter with Yahoo! to attempt to resolve the
issue.





( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


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	Service	 	 	 	 	 	 	 	 
	Impact	 	 	 	 	 	 	 	 
	Report	 	Description	 	Initial Response	 	Updates	 	Resolution Target
	Level 1

	 	( * * * )
	 	( * * * )
	 	Hourly
	 	Continuous until
resolution
	Level 2

	 	( * * * )
	 	( * * * )
	 	Every 8 hour or as
requested
	 	24 hours
	Level 3

	 	( * * * )
	 	( * * * )
	 	Every 12 hours or
as requested
	 	1 business day





Notwithstanding the foregoing, Yahoo! acknowledges and agrees that Intelius’ ability to respond or
resolve an issue described under this Section may be dependent upon third Party hardware, software,
or other vendors issuing patches, updates, bug fixes, or other remedial services, code, or
documentation and in the event of delays attributable to such third Party vendors, the timelines of
this Section will be extended accordingly.




9. Response Team




     (a) Intelius has policies and procedures in place to notify its personnel on a 24 hour a day,
7 days a week basis if the Intelius Content is not being received or if the Landing Page or
Intelius sites are not up and operational. Yahoo! will notify Intelius of any performance issues
relating to this SLA by contacting the following:





	 	(i)	 	Email ( * * * ) Yahoo! will include:
	 
	 	 	 	* An error rate graph showing the current issue and one from the last 24
hours;
	 
	 	 	 	* Output of an mtr toyahooo.intelius.com; and
	 
	 	 	 	* Output of the chkprovider script that returns average times and component
times.







	 	(ii)	 	For urgent issues, Yahoo! may contact the on-call engineer who
will call Yahoo! back with 30 minutes: ( * * * )






	 	(iii)	 	Escalations to the following people, allowing 30 minutes for a
response before escalating to the next one:






        ( * * * )



     (b) Intelius may notify Yahoo! of any performance issues relating to this SLA by contacting
the following in the order set forth below, allowing 30 minutes for a response before escalating to
the next one:




	 	•	 	Yahoo! Operations Center at ( * * * )





10. Outages.




     (a) In the event of any unscheduled emergency outage, slowdown, failure or delay, Intelius
will notify Yahoo! and the following to the following email contact address: ( * * * )



     (b) ( * * * )



     (c) ( * * * )





( * * * )
Certain information in this agreement has been omitted and filed
separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.


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EXECUTION COPY

EXHIBIT H




INTELIUS PRODUCTS





	•	 	Background check
	 
	•	 	Reverse phone verification
	 
	•	 	Property & Area Information
	 
	•	 	Email Lookup
	 
	•	 	Date check
	 
	•	 	People Search
	 
	•	 	Email Search
	 
	•	 	Business People search
	 
	•	 	Social Net Search
	 
	•	 	Cell Phone Caller ID
	 
	•	 	Identity Protect
	 
	•	 	Criminal Check
	 
	•	 	Sex Offender
	 
	•	 	Neighborhood Watch
	 
	•	 	Marriage/Divorce Records
	 
	•	 	Death Records
	 
	•	 	Expert Assisted Search






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