exv10w10



 





Exhibit 10.10




EXECUTION COPY




MARKETING AGREEMENT




     This Marketing Agreement (this “Agreement”) is entered into as of July 10, 2007 (the
“Effective Date”) by and between Adaptive Marketing LLC, a Delaware limited liability company with
its principal office located at 20 Glover Avenue, Norwalk, Connecticut 06850 (“Adaptive”), and
Intelius Sales, LLC, a Nevada limited liability company with its principal office located at 500
108th Ave., NE, 25th Floor, Bellevue, WA 98004 (“Intelius”). Adaptive and
Intelius may be referred to singularly as a “Party” and together as the “Parties.” Capitalized
terms not defined herein shall have the respective meanings ascribed to them in Exhibit A attached
hereto.



     WHEREAS, Intelius desires to market to Customers, and Adaptive desires to fulfill, some or all
of the membership programs set forth on Exhibit B attached hereto (the “Programs”).



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises stated
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:


1. Marketing of the Programs.




     1.1 Intelius shall, at its sole expense, make one or more Programs available to Customers via
(i) Two-Click Ad Units to be placed on certain Intelius Purchase Confirmation Pages immediately
after a Customer’s purchase of Intelius’s product or service on the Intelius Website, (ii)
Integrated Ad Units to be transmitted to Customers prior to such Customers reaching the Intelius
Purchase Confirmation Pages on the Intelius Web Site and (iii) Email Marketing.



     1.2 Intelius shall use only those Marketing Materials that have been agreed to by the Parties
in writing, and shall not edit, modify or revise any such Marketing Materials without Adaptive’s
prior written consent. Adaptive shall be entitled to revise any such Ad Units to be transmitted by
Intelius hereunder and the Program Offer contained therein (including, without limitation, the
Program premium and the Program price) daily, with such revisions to be made upon Intelius’s prior
written consent, not be unreasonably withheld or delayed. Intelius shall approve all such revised
Ad Units within three (3) Business Days after receipt thereof from Adaptive, and shall transmit
such Ad Units revised by Adaptive as provided hereunder (or cease transmission of a particular
Program Offer) within three (3) Business Day after Intelius’s receipt of such revised Ad Units (or
direction to cease such transmission) from Adaptive.



     1.3 The Parties shall work together in good faith to maximize the Conversion Rate.


2. Acceptance of Orders; Billing of Membership Fees.




     2.1 Customer acceptances of Program Offers will be received by Intelius on Enrollment Forms in
accordance with the Marketing Guidelines (“Intelius-Hosted Marketing”).



     2.2 All marketing shall be card-on-file, meaning that the Customer will not need to enter his
or her billing information on the Enrollment Form (or any related landing page) after linking from
an Ad Unit in order for Adaptive to charge the applicable Program membership fee to such Customer’s
credit or charge card. Prior to Intelius’s transmittal of an Ad Unit to a Customer hereunder,
Intelius will obtain such Customer’s consent for Intelius to transfer his or her card-on-file
information to Adaptive in connection with an accepted offer. For Customers enrolling in Programs
pursuant to Intelius-Hosted Marketing hereunder, Intelius shall transmit to Adaptive each such
Customer’s Customer Information within one (1) Business Day after such Customer’s enrollment on the
applicable Enrollment Form indicating that such Customer has accepted the applicable Program Offer
(an “Enrollee File).



     2.3 Adaptive will be responsible for billing and collecting membership fees for each such
Customer with respect to whom Adaptive has received Customer Information.


3. Fees.




     Adaptive will pay to Intelius the fees due and payable as set forth in Exhibit C attached hereto.


[ * * * ] Confidential treatment requested




 









 




4. Service and Cancellations.




     4.1 Adaptive will be responsible for servicing the Program membership for each Member.
Adaptive does not service, and Intelius shall use commercially reasonable efforts not to market
Programs to, Customers residing outside of the 48 contiguous United States or with army post office
addresses. The Adaptive Landing Page shall disclose that the applicable Program is not available
outside of the contiguous United States. Adaptive reserves the right to cease servicing any
Program in any state in its sole discretion. In such a case, Intelius shall use commercially
reasonable efforts to cease all marketing of such Program in such state within thirty (30) days
after Adaptive notifies Intelius of such cessation. Adaptive may terminate any membership for any
reason.



     4.2 Member cancellations of Program memberships shall be received by Adaptive directly;
provided that if Intelius receives communications from Members regarding Program membership
cancellations, Intelius shall transmit information regarding any such cancellation to Adaptive
within three (3) days after Intelius receives such cancellation information.



     4.3 Adaptive shall be responsible for all customer service communications to Members with
respect to the Programs and the benefits and premiums in connection therewith and Intelius shall
not communicate to any Member with respect to the Programs or such benefits or premiums without
Adaptive’s prior written consent


5. Term; Termination.




     5.1 Unless earlier terminated as provided below, this Agreement (a) shall be for an [ * * * ]
(the “Initial Term”) and (b) thereafter, shall be automatically continued for [ * * * ] (each, a
“Renewal Term”) unless no later than [ * * * ] to the end of the then current term, either Party
notifies the other in writing of its intent not to continue this Agreement. This Agreement may be
terminated by either Party (a) immediately in the event of fraud, bankruptcy, insolvency,
liquidation or willful misconduct by the other Party; (b) upon ten (10) days prior written notice
to the other Party in the event of a material breach by the other Party of any of its obligations
hereunder which is not cured within such ten (10) day period (unless such breach is not susceptible
to cure, in which case there shall be no cure period. Additionally, either Party may terminate
this Agreement (a) upon sixty (60) days written notice. Following the expiration or earlier
termination of this Agreement, Adaptive shall have the exclusive right to bill and renew
memberships generated hereunder.


6. Representations, Warranties and Covenants; Intellectual Property.




     6.1 Each Party represents, warrants and covenants that (a) this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its terms; (b) the
execution, delivery and performance of this Agreement has been authorized by all necessary
corporate or limited liability company action and will not violate any agreement, order,
constituent document, law or regulation to which it is bound or subject; and (c) it will perform
its obligations hereunder at all times in accordance with all applicable laws, rules and
regulations.



     6.2 Further, Intelius represents, warrants and covenants to Adaptive that (a) Intelius shall
transmit or display to Customers and otherwise use only such Marketing Materials as have been
approved by Adaptive in all respects in writing; (b) Intelius has the legal right to (i) solicit
Customers as provided hereunder, and (ii) transfer each such Customer’s Customer Information to
Adaptive as provided hereunder; (c) Intelius has obtained all necessary consents, licenses, permits
and agreements to offer the Programs to Customers and otherwise to perform Intelius’s obligations
hereunder; (d) except as Adaptive may expressly agree in writing, none of the Impressions shall be
transmitted or displayed by Intelius through, as a result of or in connection with the installation
of software on a consumer’s computer that has the capability of tracking or reporting the
consumer’s Internet use (e.g., spy ware or adware); and (e) Intelius shall not engage in any of the
following activities:




	 	(i)	 	operation of an illegal business through its Web Site and/or
subscription email list;
	 
	 	(ii)	 	engaging in any illegal activity of any type, including, but
not limited to, displaying illegal content on its Web Site and/or in its
subscription emails or offering any illegal good or service through its Web
Site and/or subscription emails;
	 
	 	(iii)	 	operation of a Web Site or email link to Web sites that
contain or promote misleading, abusive, violent, bigoted or hate-oriented
content or reference drugs, firearms, gambling or strong political views;




[ * * * ] Confidential treatment requested




2









 






	 	(iv)	 	engaging in indiscriminate or unsolicited commercial
advertising emails or otherwise failing to comply with the CAN-SPAM Act of 2003
(Public Law 108-187) or other laws regulating commercial email (including, but
not limited to, laws of foreign jurisdictions);
	 
	 	(v)	 	placing links to the Adaptive Landing Page site in newsgroups,
message boards, unsolicited email and other types of spam, banner networks,
counters, chatrooms, guestbooks or through similar Internet resources;
	 
	 	(vi)	 	causing or enabling any Transactions to be made that are not in
good faith;
	 
	 	(vii)	 	establishing or causing to be established any promotion that
allows third parties to place links to the Adaptive Web Site or Web site
content on such party’s Web site or in its emails, without Additive’s prior
written permission;
	 
	 	(viii)	 	breach of any other intellectual property right provision of the Publisher
Service Agreement or any other of Additive’s common law intellectual property
rights; or
	 
	 	(ix)	 	diluting, blurring or tarnishing the value of Additive’s
trademarks, trade names, and/or service marks.





     6.3 Intelius shall not, directly or indirectly, or otherwise, (a) send any unsolicited,
commercial e-mail or other online communication (i.e., spam) or (b) otherwise send any e-mail
communication to any person unless (i) the e-mail recipient has provided information to Intelius
through a contest, registration or other communication, which included clear notice to such e-mail
recipient that the information provided could result in commercial e-mail being sent to such e-mail
recipient by Intelius; (ii) such e-mail or other online communication provides a prominent and easy
means for the recipient to “opt-out” of receiving any future commercial e-mail communications from
Intelius; and (iii) such e-mail or other online communication does not have an inappropriate or
deceptive e-mail subject line. In the event that Adaptive receives a complaint or demand from any
email recipient with respect to any Impression or other advertisement delivered in connection with
Email Marketing hereunder, Intelius shall provide to Adaptive, within five (5) days of receipt of
Additive’s request therefore, verification of the email recipient’s “opt in” to receive the
applicable e-mail offer, written confirmation that the email recipient has been unsubscribed from
receiving future commercial emails from Intelius, and any other information reasonably requested by
Adaptive.



     6.4 All proposed usage of either Party’s trademarks, service marks, trade or service names or
logos (collectively, “Intellectual Property”) shall be subject to the prior written approval of the
other Party, which approval may be revoked at any time if, in the other Party’s discretion, such
usage in any way tarnishes, blurs or dilutes the quality of such Intellectual Property or the
associated goodwill.


7. Reporting; Records.




     7.1 Each Party shall provide to the other such reports as are reasonably necessary to verify
such Party’s performance of its obligations hereunder. Without limitation to the foregoing,
Intelius shall provide to Adaptive a weekly report, in such format as the Parties shall reasonably
agree, setting forth the number of Impressions served by Intelius hereunder (and related
“click-throughs”) for the prior week. Adaptive will provide Intelius on a quarterly basis
throughout the Term reporting on the number of Eligible Enrollees, Enrollees, Declines, Conversion
Rates, Net Bills, Members and other applicable metrics.



     7.2 Each Party shall keep true and complete records with respect to the performance of its
obligations hereunder, and during the Term (and for a period of one (1) year after the expiration
or earlier termination of this Agreement) shall make such books and records available for
inspection by the other Party, upon reasonable notice and during normal business hours, but on no
more than two (2) occasions during any one (1) year period. Such records shall be maintained for
at least three (3) years after the end of the calendar year to which they pertain.


8. Indemnification; Limitation of Liability.



Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold the other Party, its
officers, directors, employees, shareholders, agents, successors and permitted assigns (each, an
“Indemnified Person”), harmless from and against any and all third party demands, claims, causes of
action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable
attorneys’ fees and expenses) asserted against, imposed upon, or incurred by any Indemnified
Person, resulting from (a) any breach by the Indemnifying Party of any representations and
warranties made by the Indemnifying Party herein, (b) any breach of non-fulfillment in the
performance of the Indemnifying Party’s covenants and agreements contained herein, or (c) any act
or omission by an employee, agent or independent contractor of the Indemnifying Party in connection
with the performance of the Indemnifying Party’s covenants and agreements hereunder. NEITHER PARTY
SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL



[ * * * ] Confidential treatment requested




3









 




DAMAGES IN CONNECTION WITH THE PERFORMANCE OF, OR ALLEGED FAILURE TO PERFORM, UNDER THIS AGREEMENT
(INCLUDING LOSS OF PROFITS OR REVENUE OR INTERRUPTION OF BUSINESS), EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



9. Miscellaneous.




     9.1 Independent Contractors. The Parties shall operate as independent contractors in
performing their obligations hereunder and shall have exclusive control of the manner and means of
performing their obligations. Nothing in this Agreement shall be construed as making either Party
the agent of the other Party, as granting to the other Party the right to enter into any contract
on behalf of the other Party or as establishing an association, franchise, joint venture or
partnership between the Parties.



     9.2 Own Costs and Expenses. Except as otherwise provided herein, each Party shall be solely
responsible for its own costs and expenses incurred in performing its obligations hereunder.



     9.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties with
respect to the subject matter hereof, superseding all prior or contemporaneous agreements, and may
only be amended by a written document signed by both Parties.



     9.4 Assignment. Neither this Agreement nor the rights and obligations hereunder may be
assigned by either Party, whether by agreement or operation of law, without the prior written
consent of the other Party.



     9.5 Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by
the laws of Delaware, without regard to its conflicts of law principles. EACH OF THE PARTIES
IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT.



     9.6 Construction; Binding Effect. This Agreement shall be interpreted without regard to rules
of construction requiring that it be interpreted against the Party causing it to be drafted, and
shall be binding upon and inure to the benefit of the Parties and their respective successors and
permitted assigns.



     9.7 Waiver. The failure of either Party to insist upon strict performance of a provision or
exercise any right hereunder shall not be construed as a waiver of such Party’s right to rely on
such provision or assert any such right in that or any other instance.



     9.8 Notices. All notices which are required to be given by either Party hereunder shall be in
writing and shall be deemed to be properly given (a) when delivered personally, (b) three (3)
business days after being sent by certified mail, return receipt requested, first-class postage
paid, (c) one (1) day after being sent by a nationally recognized overnight delivery service or (d)
upon confirmation of receipt of facsimile (to (203) 674-7026 in the case of notice to Adaptive and
to                      in the case of notice to Intelius), in each case to the other Party’s legal
department at its address set forth above.



     9.9 Survival. In the event of the expiration or earlier termination of this Agreement,
Sections 2.3, 7, 7.2, 8 and 9 shall survive.



     9.10 [ * * * ].



     9.11 Counterparts; Facsimiles; Headings. This Agreement may be executed in counterparts, both
of which shall be deemed one and the same instrument. A facsimile transmission of this Agreement
bearing a Party’s signature shall be legal and binding on such Party. The headings contained in
this Agreement are for convenience only and shall have no operative effect.


[ * * * ] Confidential treatment requested




4









 




IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first
above written.




	 	 	 	 	 
	 	ADAPTIVE MARKETING LLC

 	 
	 	By:  	          [illegible signature]
 	 
	 	 	Idaptive Marketing LLC 	 
	 	 	Its sole Member 	 
	 
	 	INTELIUS SALES, LLC

 	 
	 	By:  	          /s/  Ed Peterson
 	 
	 	 	Name:  	Ed Peterson 	 
	 	 	Title:  	EVP Sales & Marketing 	 
	 


[ * * * ] Confidential treatment requested





5









 





Exhibit A



Definitions


The following terms not previously defined shall have the following definitions:





	1.	 	“Ad Unit” means a specific graphical and textual presentation unit (banner, pop-up or
pop-under) or text link marketing or otherwise promoting a Program (a) transmitted or
displayed by Intelius to a particular Customer, (b) containing a link to an Adaptive Landing
Page, (c) containing a pixel provided by Adaptive to ensure tracking of such unit by Adaptive
and (d) displayed in such format as Adaptive shall designate (and is reasonably acceptable to
Intelius).
	 
	2.	 	“Bounty Fee” shall have the meaning ascribed to such term in Section 1 of Exhibit C
attached hereto.
	 
	3.	 	“Business Day” means a day when banks are open for business in New York, New York.
	 
	4.	 	“Conversion Rate” means with respect to any measuring period, the percentage obtained
by dividing (a) the number of Eligible Enrollees generated hereunder with respect to such
measuring period by (b) the number of Ad Units served by Intelius hereunder during such
measuring period.
	 
	5.	 	“Customer” means a person accessing any of the Intelius Web Sites.
	 
	6.	 	“Customer Information” means a Customer’s name, address, telephone number, email
address and Valid Credit Card name, number and expiration date, in each case in a format
designated by Adaptive and reasonably acceptable to Intelius.
	 
	7.	 	“Decline” means an Enrollee with respect to whom the applicable Program membership
fee is declined when presented for payment to the applicable Credit Card issuer or merchant
processor. Declines do not include charge backs, refunds, rejects or fraud. For the
avoidance of doubt, Declines only occur when there is a lack of funds in the account and/or
the credit card number and expiration date do not match. Declines do not occur due to Address
Verification (AVS) mis-match or Credit Card Verification (CVV) or other errors from the
payment processing system to Adaptive.
	 
	8.	 	“Decline Rate” [ * * * ].
	 
	9.	 	[ * * * ].
	 
	10.	 	“Eligible Enrollee” means an Enrollee [ * * * ].
	 
	11.	 	“Email Marketing” means Intelius’s offer of a Program hereunder, by email
transmissions to Customers who have registered to receive such email transmissions on
Intelius’s Web Site.
	 
	12.	 	“Enrollee” means (i) a person accepting enrollment in a Program hereunder and (ii)
for whom Adaptive has received Customer Information




[ * * * ] Confidential treatment requested




6









 






	13.	 	“Enrollment Form” means the page on which a Customer is asked to enroll in a
particular Program by clicking “yes”, “I accept” or similar language indicating express
affirmative consent to the applicable Program Offer (including, without limitation, to the
payment, cancellation and refund terms thereof) as set forth in marketing materials approved
by Adaptive in writing as provided hereunder.
	 
	14.	 	“Impression” means a specific graphical and textual presentation unit (banner, pop-up
or pop-under) or text link marketing or otherwise promoting a Program (a) transmitted or
displayed by Intelius to a particular Customer, (b) containing a pixel provided by Adaptive to
ensure tracking of such unit by Adaptive and (c) displayed in such format as Adaptive shall
designate (and is reasonably acceptable to Intelius).
	 
	15.	 	“Integrated Ad Unit” means an Ad Unit transmitted to a Customer in the transaction
path prior to such Customer reaching the Intelius Purchase Confirmation Page.
	 
	16.	 	“Intelius Purchase Confirmation Page” means that certain transaction confirmation
page transmitted or displayed by Intelius to a Customer at checkout immediately after such
Customer’s purchase of a Intelius, product or service.
	 
	17.	 	“Intelius Web Site” means one or more of the Web Sites located at _www.intelius.com_
and such other Web Site(s) as the Parties may agree in writing.
	 
	18.	 	“Initial Fee Date” means the month during which the initial Fees are paid to Intelius
by Adaptive hereunder.
	 
	19.	 	“Initial Program Offer” means, with respect to a particular Transaction path, the
initial Program Offer transmitted or displayed to a Customer in such Transaction Path.
	 
	20.	 	“Marketing Guidelines” means those certain Marketing Guidelines attached hereto as
Schedule 1.
	 
	21.	 	“Marketing Materials” means those materials marketing, promoting or otherwise
referencing a Program, including, without limitation, Impressions and the Adaptive Landing
Page.
	 
	22.	 	“Member” means an Enrollee whose membership in the applicable Program has not been
cancelled.
	 
	23.	 	“Membership Program” means a program or service where discounts, information and/or
benefits are delivered to a consumer or business in exchange for a recurring membership fee.
	 
	24.	 	“Net Bills” the number obtained in accordance with the following formula:






(Projected Initial Year Net Revenue/ monthly membership fee for Programs)/the number
of Enrollees enrolled in Programs by Intelius hereunder




	25.	 	“Program” means any of those Adaptive membership programs listed on Schedule 2
attached hereto (and/or such other products or services as the Parties may agree in writing).
	 
	26.	 	“Program Offer” means an offer of a free trial in a membership Program in accordance
with the terms and conditions hereof.
	 
	27.	 	“Projected Initial Year Net Revenue” means the net revenue that Adaptive projects it
will receive from Eligible Enrollees in their first year of membership in a Program.
	 
	28.	 	“Projected Gross Enrollees” means the number of Enrollees Adaptive projects will be
enrolled in Programs by Intelius hereunder.
	 
	29.	 	“Term” means the Test Period, the Initial Term and any Renewal Term(s).




[ * * * ] Confidential treatment requested




7









 






	30.	 	“Transaction Path” means with respect to a particular Customer, the online session
commencing with such Customer’s accessing Intelius’s Web Site as contemplated in this
Agreement and ending with such Customer’s closing or otherwise leaving such Intelius’s Web
Site.
	 
	31.	 	“Two-click Ad Unit” means Ad Units displayed on the top and bottom of the Intelius
Purchase Confirmation Page.





[ * * * ] Confidential treatment requested



8









 





Exhibit B



Programs1


24Protect PlusTM


At Home Rewards PlusTM


Passport to Fun PlusTM


Business MaxTM


PremierHealth PlusTM


Privacy MattersTM


Privacy Matters 123TM


Privacy Matters CreditTM


Privacy Matters IdentityTM


Privacy Matters FamilyTM


SavingSmartTM


Shopping Essentials PlusTM


Simply YouTM


Today’s Escapes PlusTM


ValueMax®





 




			
	1	 	All programs and prices may be subject to
change at Adaptive’s discretion (provided, however, that Adaptive may offer
additional Programs hereunder only with Intelius’s prior written consent).




[ * * * ] Confidential treatment requested




9









 





Exhibit C



Fees




	1.	 	Intelius shall be [ * * * ] during the Term (the “Bounty Fee”).
	 
	2.	 	Commissions to which Intelius is entitled hereunder, less the applicable Decline Reserve,
shall be paid to Intelius within fifteen (15) days after the conclusion of the calendar month
during which a particular Eligible Enrollee is enrolled in the applicable Program.
	 
	3.	 	After the conclusion of [ * * * ] following the Initial Fee Date, Fees paid to Intelius
pursuant to Section 1 above shall be reviewed and mutually agreed upon by the Parties, and to
the extent that such amount paid to Intelius exceeds or is less than the amount earned by
Intelius hereunder through such review date, any such amount by which Intelius was overpaid or
underpaid shall be paid to the Party entitled to such amount within five (5) business days
after the determination thereof (or at the option of the Party entitled to such amounts, may
be set off against other fees due to the other Party hereunder). Either Party may terminate
this Agreement with thirty (30) days written notice if the Parties are unable to agree in good
faith on the amount that a Party claims that the other Party was under or over paid by.




[ * * * ] Confidential treatment requested




10









 





Schedule 1



Marketing Guidelines for Intelius-Hosted Marketing


For Intelius-Hosted Marketing:





	1.	 	Intelius shall transmit or otherwise use only those Marketing Materials that have been
approved by Adaptive in advance in writing, and shall not modify, alter or otherwise change
any such Marketing Materials without Adaptive’s express written consent. Intelius shall
obtain each Enrollee’s clear and unambiguous affirmative consent to the offer as stated in
such Marketing Materials.
	 
	2.	 	Intelius shall obtain, and electronically verify, each Enrollee’s express affirmative consent
to the applicable Program Offer (including, without limitation, to the payment, cancellation,
and refund terms thereof) as set forth in the Enrollment Form with respect to such Program
Offer. Intelius shall provided to Adaptive daily reports confirming each such Enrollee’s
affirmative consent to the Program Offer as set forth in the applicable Enrollment Form.
Additionally, upon Adaptive’s request, Intelius shall provide to Adaptive such report with
respect to any Enrollee by overnight mail (or digital download in a format acceptable to
Adaptive) within one (1) business day after Adaptive’s request for any such report.




[ * * * ] Confidential treatment requested




11









 





ADDENDUM ONE TO MARKETING AGREEMENT



This Addendum One (“Addendum”) to the Marketing Agreement entered into by the parties on or about
July 10, 2007, (the “Agreement”) is entered into as of September 8, 2007 between Intelius Sales
Company, LLC (“Intelius”) and Adaptive Marketing, LLC (“Adaptive”).




AGREEMENT



NOW, THEREFORE, in consideration of the terms and conditions set forth in this Addendum and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree to amend the Agreement as follows:





	 	1.	 	Exhibit C. Section 1 of the Agreement is changed to reflect the following:
	 
	 	 	 	Solely with regard to Intelius’ PeopleLookup website,
www.peoplelookup.com,
(“PeopleLookup”) Intelius shall be entitled [ * * * ] Program during the Term from
PeopleLookup limited [ * * * ] enrolled during the period of [ * * * ]. However, on
or [ * * * ] Adaptive may give notice to Intelius that it does not wish to continue
including within the Agreement Intelius’ PeopleLookup website whereupon Intelius
shall change the pricing for its products and services on PeopleLookup to [ * * * ]
and thereafter Intelius shall [ * * * ] Program from PeopleLookup between Midnight
Pacific Time on [ * * * ]. If Adaptive provides Intelius with the PeopleLookup
termination notice described herein, [ * * * ] “Fees” provisions of the Agreement
shall not apply to PeopleLookup. Except as modified herein, the payment owing to
Intelius by Adaptive shall be as reflected in Exhibit C Section 1 of the Agreement.
	 
	 	2.	 	All terms and conditions of the Agreement not modified by this Addendum remain
in full force and effect.





	 	 	 	 	 	 	 	 	 	 	 
	INTELIUS SALES COMPANY, LLC	 	ADAPTIVE MARKETING, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ John Arnold	 	By:	 	Idaptive Marketing, LLC
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Printed Name:	 	John Arnold	 	Printed Name:	 	          [illegible signature]
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	Executive Vice President
	 	Title:
	 	Sole Member
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	9/13/07
	 	Date:
	 	 	 	9/13/07
	 	 	 	 	 	 	 





CONFIDENTIAL

[ * * * ] Confidential treatment requested




 









 





ADDENDUM TWO TO MARKETING AGREEMENT



This Addendum Two (“Addendum Two”) to the Marketing Agreement entered into by the parties on or
about July 10, 2007, and subsequently amended by Addendum One (collectively, the “Agreement”), is
entered into as of December 21, 2007 between Intelius Sales Company, LLC (“Intelius”) and
Adaptive Marketing, LLC. (“Adaptive”).




AGREEMENT



NOW, THEREFORE, in consideration of the terms and conditions set forth in this Addendum Two and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree to amend the Agreement as follows:



At 12:01 a.m. Pacific Time on January 1, 2008, the following modifications to the parties’
Agreement shall become effective.




     1. Subsection 1.2 of Section 1 entitled “Marketing of the Programs” is modified by adding the
following to the end of Subsection 1.2:




“Prices charged by Adaptive for the Programs as reflected in the Ad Units communicated to
Customers [ * * * ]



     2. Exhibit A of the Agreement is hereby amended by adding the following definitions in their
proper alphabetical orders:




	 	a.	 	“Appropriate Reserves” means such reserves as are determined by
Adaptive reasonably and in good faith based on projected rates of chargebacks and
refunds derived from actual historical data.
	 
	 	b.	 	“First Renewal Year” means with respect to a particular Excess
Enrollee, the twelve (12) consecutive calendar month period during which such Excess
Enrollee is enrolled in a particular Program commencing upon the conclusion of such
Excess Enrollee’s Initial Year.
	 
	 	c.	 	“First Renewal Year Net Revenue” means all Membership Fees received by
Adaptive from Excess Enrollees with respect to the First Renewal Year, less refunds and
chargebacks.
	 
	 	d.	 	“Initial Year” means with respect to a particular Excess Enrollee, the
initial twelve (12) consecutive calendar months of such Excess Enrollee’s membership in
the applicable Program.
	 
	 	e.	 	“Initial Year Net Revenue” means all Membership Fees revenue received
by Adaptive from Excess Enrollees with respect to the Initial Year, less refunds and
chargebacks.
	 
	 	f.	 	“Membership Fee” means the applicable Program membership fee with
respect to a person’s membership in a Program.





CONFIDENTIAL

[ * * * ] Confidential treatment requested




 









 





     3. Exhibit C of the Agreement is hereby deleted in its entirety and replaced with the
following:




“1. For [ * * * ] Enrollees in each calendar month during the Term of the Agreement,
Adaptive shall pay [ * * * ] enrolled in a Program for which [ * * * ]. For all new
Enrollees above the [ * * * ] during any month of the Term (herein called “Excess
Enrollees”), Adaptive [ * * * ].




2. Commissions with respect to Eligible Enrollees shall be paid to Intelius, less the
applicable Decline Reserve, within fifteen (15) days after the conclusion of the calendar
month during which a particular Eligible Enrollee is enrolled in the applicable Program.
Commissions with respect to Excess Enrollees shall be paid to Intelius, less Appropriate
Reserves, within fifteen (15) days after the conclusion of the calendar month during which a
particular Excess Enrollee is billed the applicable Program membership fee.




3. (a) After the conclusion of each 3-month period following the Initial Fee Date, fees paid
to Intelius hereunder with respect to Eligible Enrollees shall be reviewed, and to the
extent that such amount paid to Intelius exceeds or is less than the amount earned by
Intelius hereunder with respect to Eligible Enrollees through such review date, any amount
by which Intelius was overpaid or underpaid shall be paid to the Party entitled to such
amount within five (5) business days after the determination thereof (or at the option of
the Party entitled to such amount, may be set off against future fees due to the other Party
hereunder).




     (b) At the conclusion of each Initial Year, Adaptive shall review the fees paid to
Intelius hereunder with respect to each Excess Enrollee during such Initial Year, and to the
extent that such amount paid to Intelius with respect to such Excess Enrollee during the
Initial Year [ * * * ] in a Program with a monthly [ * * * ] of an Excess Enrollee enrolled
in a Program with a monthly [ * * * ] each case after giving effect to Declines through such
period), Adaptive shall pay the amount of such deficiency (such amount being the “Shortfall
Amount”) to Intelius within five (5) business days after the determination thereof. Adaptive
shall be entitled to deduct the Shortfall Amount from First Renewal Year Fees for Excess
Enrollees.




     (c) After the conclusion of each First Renewal Year, fees paid to Intelius hereunder
with respect to each Excess Enrollee during such First Renewal Year shall be reviewed, and
to the extent that the amount paid to Intelius with respect to each Excess Enrollee during
such First Renewal Year exceeds or is less than the amount earned by Intelius hereunder with
respect to the First Renewal Year through such review date (after giving effect to any
deductions, if any, of the Shortfall Amount from First Renewal Year Fees for such period
through such review date), any amount by which Intelius was overpaid or underpaid shall be
paid to the Party entitled to such amount within five (5) business days after the
determination thereof (or at the option of the Party entitled to such
amount, may be set off against future fees due to the other Party hereunder) for Excess
Enrollees.




     (d) During the period beginning June 1, 2008 and ending June 30, 2008 either party may
request a modification to the payment structure set forth in this Addendum Two. If the
parties cannot reach agreement on a payment structure, either party may give the other



CONFIDENTIAL

[ * * * ] Confidential treatment requested




 









 






party written notice of termination of the Agreement during this period which will become
effective 60 days after the notice was received. If within this period the parties do not
agree to a modification of the payment terms and neither party provides a written notice of
termination, the Agreement, as modified by this Addendum, shall continue in force per its
terms.”



     4. Subsection 5.1 of Section 5 entitled “Term; Termination” is modified to replace the phrase
in the first line of said Subsection which reads “this Agreement (a) shall be for an initial term
of  [ * * * ] ...” with “this Agreement (a) shall be for an initial term of  [ * * * ] ...”.



     5. [ * * * ]



     6. All terms and conditions of the Agreement not modified by this Addendum remain in full
force and effect.



	 	 	 	 	 	 	 	 	 	 	 
	INTELIUS SALES COMPANY, LLC	 	ADAPTIVE MARKETING, LLC
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ John Arnold	 	By:	 	/s/ Idaptive Marketing LLC
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Printed Name:	 	John Arnold	 	Printed	 	Name:	 	Idaptive Marketing LLC
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:	 	Executive Vice President	 	Title:	 	Sole Member
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	12/21/07
	 	Date:
	 	 	 	12/21/07
	 	 	 	 	 	 	 





CONFIDENTIAL

[ * * * ] Confidential treatment requested