exv10w1






Exhibit 10.1




			
	 	 	 
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	 	YAHOO! PUBLISHER NETWORK CONTRACT #1-26652287











	 	 	 	 	 

	 
	 	 	 	 
	PUBLISHER: LOCAL.COM CORPORATION	 	PUBLISHER TAX ID: 33-0849123
	 
	 	 	 	 
	Start Date:

	 	The latter date set opposite
of either Yahoo! Inc.’s or
Publisher’s signature.
	 	End Date: July 31, 2011.





This Agreement shall terminate and supersede the Yahoo! Publisher Network Agreement #205132 between
Yahoo! Inc., as successor-in-interest to Overture Services, Inc., and Local.com Corporation,
formerly known as Interchange Corporation, entered into as of October 17, 2005, as amended. After
the End Date, this Agreement will automatically renew for additional thirty (30) day periods unless
either party provides the other party with a thirty (30) day notice of non-renewal.



Capitalized terms not defined herein shall have the meanings ascribed to them in Attachment B
hereto.




Deployment of Services on Publisher’s Offerings:




A. Results Hosting Sites



1. Link = Search Box; Results = Paid Search Results, Web Search Results;
Publisher’s Offering = the following Sites: www.local.com, www.localconnect.com,
www.mrlocal.com and www.premierguide.com (sometimes referred to herein individually or collectively
as “Results Hosting Sites”).



2. Link = Hyperlinks; Results = Hyperlink Results, Web Search Results; Publisher’s
Offering = Results Hosting Sites.



3. Link = Ad Code; Results = Matched Ads; Publisher’s Offering = Results Hosting
Sites.



***




D. Mapped Domains



1. Link = Domain Match Link; Results = Domain Match Results, Web Search Results;
Publisher’s Offering = Mapped Domains (as defined in Attachment D).




Implementation:





	× 	 	As shown in Attachment A and as described in this SO and Attachments
	 
	× 	 	Publisher will launch services within ten (10) business days of receiving the production feed from Yahoo!.
	 
	× 	 	 ***





Compensation:



A. For Paid Search Results, Matched Ads, Domain Match Results and Hyperlink Results on all
Publisher’s Offerings *** Yahoo! will pay Publisher a percentage of Adjusted Gross Revenue in
accordance with the following table; Adjustment: *** of Gross Revenue.




	 	 	 

	Gross Revenue for the applicable calendar Month:

	 	Publisher’s Percentage of Adjusted Gross Revenue:
	 
	 	 
	Up to $***

	 	***%
	 
	 	 
	Greater than $*** and up to $***

	 	***%
	 
	 	 
	Greater than $***

	 	***%






			
	 
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***




B. For Paid Search Results, Matched Ads, Domain Match Results and Hyperlink Results ***, Yahoo!
will pay Publisher ***% of Adjusted Gross Revenue; Adjustment: *** of Gross Revenue.



***



Non-Disclosure Agreement (“NDA”) effective date: June 8, 2010



Notices will be delivered in accordance with Section 22 of Attachment B to:




	 	 	 

	PUBLISHER

	 	YAHOO! INC.
	 
	 	 
	7555 Irvine Center Drive, Irvine, CA 92618

	 	3333 W. Empire Avenue, Burbank, CA 91504
	 
	 	 
	Fax: 949-784-0880      Attn: General Counsel

	 	Fax: 818-524-3001      Attn: General Counsel





Publisher and Yahoo! agree to this Service Order and Attachments A, B, C and D, and all Exhibits.
Signed:




	 	 	 	 	 	 	 	 	 

	LOCAL.COM CORPORATION	 	YAHOO! INC.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Brenda Agius                    
	 	By:
	 	/s/ Al Echamendi
	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name: Brenda Agius                    
	 	Name: Al Echamendi	 	 
	 
	 	 	 	 	 	 	 	 
	Title:
CFO                    
	 	Title:
Sr. Director, Business Development	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
8/25/2010                    
	 	Date:
8/25/10	 	 






			
	 
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ATTACHMENT A — IMPLEMENTATION REQUIREMENTS



The following requirements apply to all Links and Results shown in the SO. Any provisions
concerning Links and Results not explicitly listed in the SO do not apply to Publisher. The use of
the term “Yahoo!” throughout this Agreement shall refer to Yahoo! Inc.





	A.	 	Requirements for all Links, Queries and Results
	 
	1.	 	Publisher will implement all Links and Results in a manner that is substantially similar in
design to the mockups, including but not limited to, margins, text size, color, font,
shading/background, spacing, blank areas, content categories, number of listings, section and
placement on the page (top to bottom and left to right). ***
	 
	2.	 	Publisher will display the labels and headings in a manner that is substantially similar in
design to the mockups (or any labels, headings or notices provided by Yahoo! or required by
law), with a nearby prominent link to a webpage that explains in language approved by Yahoo!
that certain Results are sponsored advertising. Yahoo! reserves the right to include links
within the Results to further clarify the sponsored nature of the Results ***
	 
	3.	 	Publisher will display all Results on the next webpage displayed to a user after a Query,
with no interstitial content, at the same time as it displays the other content on that
webpage.
	 
	4.	 	Publisher will not cache Results.
	 
	5.	 	Publisher will display the *** Paid Results *** contiguously, in the order provided by
Yahoo!, without any other content between the individual Paid Results.
	 
	6.	 	Publisher will not truncate the full titles, descriptions and URLs provided by Yahoo! and
will not modify any part of the Results. Publisher will display Results in the language
provided by Yahoo!.
	 
	7.	 	Publisher will include the Links on each Publisher’s Offering as described in the Agreement.
Publisher will not request Results by any means except the Links and will not place Links on
any website, software application or email except for the Publisher’s Offerings. Publisher
will use commercially reasonable efforts to enable all of its users to access and use the
Links and Results and, except as prohibited under Section 18 (Abuse of Services) of Attachment
B, to deliver all Queries to Yahoo! every time a user enters a search into the Search Box,
uses a Hyperlink or Domain Match Link, or navigates to an Ad Page.
	 
	8.	 	***
	 
	9.	 	***
	 
	10.	 	***
	 
	11.	 	Publisher will not (a) redirect an user away from the Advertiser Landing Page after the user
clicks on a Result, (b) provide a version of the Advertiser Landing Page different from the
page the user would access by going directly to the Advertiser Landing Page, (c) intersperse
any content between Results and any Advertiser Landing Page, or (d) minimize, remove or
otherwise inhibit the full and complete display of any Advertiser Landing Page.
	 
	12.	 	Publisher will implement any reasonable technical requirements requested by Yahoo!; ***
	 
	13.	 	Yahoo! reserves the right for certain keywords, in Yahoo!’s sole discretion, to deliver no
Results and provide a response that no Results are being delivered.
	 
	14.	 	Within 90 days of the Start Date, Publisher will conspicuously post a privacy policy that
complies with all applicable laws, rules and regulations on each of Publisher’s Offerings that
are owned and operated by Publisher. Publisher also represents and warrants that its contracts
with *** include a similar privacy policy requirement ***.
	 
	B.	 	Additional Requirements for Matched Ads and/or Hyperlinks
	 
	1.	 	The parties will agree in writing on the pages within Publisher’s Offerings that will display
Matched Ads and/or Hyperlinks (“Ad Pages”), using keywords approved in writing or
dynamically determined by Yahoo!. Publisher will display Matched Ads and/or Hyperlinks to all
users who navigate to the Ad Pages, to the extent Matched Ads and/or Hyperlinks are provided
by Yahoo!. Publisher will allow the Hyperlinks to send Yahoo! a Query each time





			
	 
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	 	 	that a user uses a Hyperlink. Yahoo! reserves the right to require Publisher to remove Matched
Ads and/or Hyperlinks from any webpage or to stop using any keyword for any reason or no reason.






	2.	 	Publisher will display Matched Ads and/or Hyperlinks at the same time as it displays the
other content on the Ad Page.
	 
	3.	 	Once a user arrives at an Ad Page, Publisher will not send Yahoo! additional Queries for
Matched Ads until the user navigates to a new Ad Page or refreshes the Ad Page.
	 
	4.	 	In order for Yahoo! to provide dynamic mapping of Matched Ads, Publisher acknowledges that
Yahoo! will crawl the content within Publisher’s Offerings and will store and use limited
information from Publisher’s Offerings, solely to the extent needed for the necessary matching
technology to function.
	 
	C.	 	Additional Requirements for Paid Search and/or Web Search
	 
	1.	 	Publisher will implement the Search Box on all search-oriented pages within Publisher’s
Offerings, any pages delivered to users by Publisher that contain Paid Results, and any other
pages mutually agreed to by the parties.
	 
	D.	 	Additional Requirements for Graphics
	 
	1.	 	Implementations. Publisher may display relevant non-clickable images from a United
States Advertiser’s website in connection with such Advertiser’s Paid Search Results displayed
on a results page (“Graphics”); such Graphics shall only be provided by a third party
approved in writing by Yahoo! (“Approved Graphics Provider”) in a manner that is
substantially similar to the mock-ups. If Publisher wishes to alter the manner in which
Graphics are displayed, Publisher must provide written notice thereof to Yahoo! and Yahoo! may
approve or disapprove such new design. For the avoidance of doubt, the Graphics shall not
redirect the user to an Advertiser’s web page when clicked upon by a user.
	 
	2.	 	Representations and Warranties. Publisher represents and warrants that it has the
legal right, power and authority to exploit the Graphics as contemplated in this Agreement.
	 
	3.	 	Prohibited Advertisers. “Prohibited Advertisers” are Advertisers that Yahoo!
believes for business or contractual reasons should not have Graphics displayed in connection
with their Paid Search Results. If applicable, Yahoo! shall provide Publisher with a list of
Prohibited Advertisers (“Prohibited Advertiser List”) for whom Graphics shall not be
displayed, and Publisher shall cause the Approved Graphics Provider to remove the Graphics
from display in connection with Prohibited Advertiser Paid Search Results. Yahoo! shall have
the right to update the Prohibited Advertiser List from time to time in its sole discretion.
	 
	4.	 	Display. Yahoo! shall have the right to request that Publisher block or change the
Graphics used for one or more Advertisers for any reason or no reason. It shall be
Publisher’s responsibility to cause the Approved Graphics Provider to change or block the
Graphics immediately upon its receipt (including by email) of such request hereunder from
Yahoo!. Yahoo! may, at its option, contact the Approved Graphics Provider directly to effect
the foregoing. ***
	 
	5.	 	Indemnification. In addition to and without limitation of Publisher’s
indemnification obligations under Section 15 of Attachment B (Terms and Conditions) to the
Agreement, Publisher shall defend and/or settle, and pay damages awarded pursuant to, any
claim brought against Yahoo! and/or Yahoo! Related Parties, its or their officers, directors,
employees, agents and third party service providers, arising from or related to any aspect of
Publisher’s use of Graphics, including but not limited to the selection or display of Graphics
in connection with Publisher’s Offerings and/or any technology used in the implementation of
Graphics as outlined herein. ***
	 
	6.	 	Termination. In addition to the foregoing, Yahoo! shall have the right, for any
reason or no reason, in its sole discretion, to immediately require Publisher to terminate the
implementation of Graphics described in this Section D.





***



			
	 
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MOCKUPS




Mockups of Graphics on Publisher’s Offerings


The implementation of Graphics on Publisher’s Offerings shall be mutually agreed upon by the
parties in writing prior to Publisher’s use of Graphics on Publisher’s Offerings.




Mockups of Results Hosting Sites




www.localconnect.com



***



www.mrlocal.com



***



www.local.com



***



***



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Mockups for ***



Links



***



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Mockups for ***



***



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Mockups of ***on Publisher’s Offerings



The implementation of *** on Publisher’s Offerings shall be mutually agreed upon by the parties in
writing prior to Publisher’s use of *** on Publisher’s Offerings.



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ATTACHMENT B – TERMS AND CONDITIONS



The parties agree to the following:



The parties’ agreement consists of the Service Order, all Attachments, and Exhibits and the NDA
(“Agreement”).



1. License. During the Term and subject to Publisher’s compliance with this Agreement,
Yahoo! grants to Publisher a limited, non-exclusive, non-assignable, non-transferable,
non-sublicensable (unless explicitly provided for under this Agreement), royalty-free license to
use and display the Links and the Results on Publisher’s Offerings, solely for purposes
contemplated in this Agreement. The above license includes the limited right to use and reproduce
the software code and/or URLs that allow Publisher to create Links and receive Results.



2. Services. Yahoo! will use commercially reasonable efforts to respond to Queries by
delivering Results or a response that no Results are being delivered. Yahoo! will determine the
number of Results provided for each Query.



3. Publisher’s Offerings. Publisher represents and warrants that the listed Publisher’s
Offerings are all of Publisher’s websites, emails, software applications and domains that include
services similar to those covered by this Agreement, as of the Start Date. This Agreement applies
to the top-level domains of any Web sites (including successor sites) that are included as
Publisher’s Offerings, but excludes any web pages (even those within the top level domain of a
Publisher’s Offering) that are intended for users outside the Territory, as such defined term may
be amended pursuant to Section 4 below. For the avoidance of doubt, “all web pages within the
top-level domain of the Site” includes web pages under the “local.com” domain that is preceded by a
city, state or other local or regional designation (e.g., “amarillo.local.com”).



4. ***



5. Compensation. “Adjusted Gross Revenue” means Gross Revenue minus the Adjustment.
“Gross Revenue” means the amount earned from Advertisers solely from the Paid Results
shown on Publisher’s Offerings in each of the Territories. Gross Revenue is calculated and payment
is made to Publisher (a) net of any taxes that are required to be collected, withheld or paid with
respect to such earned amount (except taxes on net income); (b) net of all credit card or other
payment processing fees, bad debt and charge-backs, commissions or discounts allowed or paid to
advertising agencies ***; and (c) net of refunds to Advertisers.



6. Payment. Yahoo! or a Yahoo! Related Party will pay Publisher within 45 days after the
end of the calendar month in which the relevant Results appeared on Publisher’s Offerings. Payment
will be made in US dollars. If Advertisers pay in any other currency, Yahoo! will calculate
payment using the average exchange rate as published by a nationally recognized source (e.g.,
Oanda). If the Territory includes countries other than the United States, Publisher acknowledges
that payment will only be made after Publisher fulfills Yahoo!’s invoicing requirements. Yahoo! may
offset payments by any amounts Publisher owes to Yahoo!, including previous overpayments. In the
event that Yahoo! refunds amounts to Advertisers where the amount of the refund attributable to
Publisher’s Offerings is in excess of the amount Yahoo! owes Publisher, Publisher will pay Yahoo!
for such amounts within 30 days of Yahoo!’s request (e.g., if the Advertiser refund attributable to
Publisher’s Offerings is $100 and Yahoo! owes Publisher $80, Publisher shall pay Yahoo! $20 within
30 days of Yahoo!’s request). For clarity, in no instance will Publisher be responsible for amounts
refunded by Yahoo! to Advertisers in excess of the amounts earned by Publisher attributable to
Publisher’s Offerings for such Advertisers during the time period relevant for the refund (i.e.,
Publisher will never be required to refund more than it has earned for the time period relevant for
the refund). Yahoo! may make payments only when Publisher’s balance exceeds US $250.00 (or until
termination or expiration of this Agreement). Except as specifically set forth in this Section,
Yahoo! will retain all revenues derived from or in connection with its services.



7. Reports. Publisher will receive a monthly report describing how the payment was
determined. Yahoo! shall provide Publisher with a login and password to access, at no charge to
Publisher, the Partner Management Center or succeeding service, which provides preliminary online
data on the performance of the Results on Publisher’s Offerings, including, without limitation,
number of searches, clicks, bidded searches, and other revenue data. Yahoo! will, upon Publisher’s



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request, supply Publisher with up to *** to track such information (or such number of *** in excess
of *** as mutually agreed by the parties in writing, email sufficing).



8. Exclusivity.



(a) On the *** Publisher’s Offering (as further defined in Section 29 of this Attachment B),
Publisher will ensure that Yahoo! is the exclusive source of Paid Listings. ***



(b) ***



(c) ***



(d) ***



(e) ***



(f) Publisher agrees that any violation of this Section 8 will cause Yahoo! irreparable harm for
which there is no adequate remedy at law. Publisher waives any requirement for a bond in connection
with any claim for injunctive relief. ***



9. Ownership. As between Yahoo! and Publisher, all right, title and interest in the Links,
Results and the Yahoo! trademarks are exclusively owned by Yahoo!, its licensors and/or its
Advertisers, and all right, title and interest in Publisher’s Offerings, the Publisher Content and
the Publisher trademarks are exclusively owned by Publisher and/or its licensors.



10. No Implied Licenses. Each party reserves any rights not expressly granted and
disclaims all implied licenses, including implied licenses to trademarks and patents.



11. Responsibility for Publisher’s Offerings. Publisher is solely responsible for
Publisher’s Offerings and the Publisher Content. Publisher will provide at least 10 business days’
prior notification to Yahoo! of any material change in the content, design or architecture of
Publisher’s Offerings that would change the target audience or affect the implementation or display
of the Links or the Results. If Publisher makes a material change as reasonably determined by
Yahoo!, or if Yahoo! receives one or more material complaints about Publisher or any Publisher’s
Offering that are verifiable (including complaints about the traffic sent to Advertisers from or
through (a) any Publisher’s Offering or (b) any feed provided to Publisher by Yahoo!), then Yahoo!
may terminate this Agreement in whole or as to the specific Publisher’s Offering that was the
subject of the change or complaint, subject to the notice, cure and suspension provisions in
Section 19 below. However, such termination may be made immediately upon notice, without
opportunity to cure, if any of the following factors relating to Publisher or any Publisher’s
Offering is present: a threatened or initiated third party claim or proceeding against Publisher,
Yahoo! or a Yahoo! Related Party; a governmental action or investigation; adverse publicity or
media attention; or Yahoo!’s reasonable belief that Yahoo!, a Yahoo! Related Party or any
Advertiser may incur liability. In addition, termination under this Section 11 may be made without
opportunity to cure if notice of termination under this Section 11 has been provided to Publisher
twice before.



12. Information and Cooperation. For each Query and each click on a Paid Result, Publisher
will provide: ***. Publisher will provide this information at the time a Query is sent to Yahoo!
and when a user clicks on a Paid Result. For clarity, Yahoo! will not request and Publisher will
not share any personally identifiable information with Yahoo!. Additionally, Publisher will
utilize the URLs and other source feed indicators designated from time to time by Yahoo!. The
parties will cooperate in a commercially reasonable manner to minimize automated, fraudulent or
lower quality traffic. Yahoo! will have no obligation to make payments in instances when Publisher
has failed to utilize designated source feed indicators correctly. Yahoo! shall determine the
validity and quality of all traffic in its reasonable discretion.



13. Confidentiality. For the duration of the Term, the parties’ confidentiality
obligations will be governed by the terms of the NDA, which is incorporated into this Agreement by
reference.



14. Yahoo! Indemnification. Yahoo! will indemnify, defend and/or settle, and pay damages
awarded pursuant to, any third party claim brought against Publisher and/or Publisher’s officers,
directors, employees or agents, *** provided that Publisher promptly notifies Yahoo! in writing of
any such claim, promptly tenders the control of the defense and settlement of any such claim to
Yahoo! (at Yahoo!’s expense and with Yahoo!’s choice of counsel), and cooperates fully with Yahoo!
(at Yahoo!’s request and expense) in defending or settling such claim, including but not limited to
providing any information or materials necessary for Yahoo! to perform the foregoing. Yahoo! will
not enter into any settlement or compromise of any such claim, which settlement or



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compromise would result in any liability to Publisher or require Publisher to take any affirmative
action, without Publisher’s prior consent, which will not be unreasonably withheld. ***



15. Publisher Indemnification. Publisher will indemnify, defend and/or settle, and pay
damages awarded pursuant to, any third party claim brought against Yahoo! and/or Yahoo!’s officers,
directors, employees or agents, which *** provided that Yahoo! promptly notifies Publisher in
writing of any such claim, promptly tenders the control of the defense and settlement of any such
claim to Publisher (at Publisher’s expense and with Publisher’s choice of counsel), and cooperates
fully with Publisher (at Publisher’s request and expense) in defending or settling such claim,
including but not limited to providing any information or materials necessary for Publisher to
perform the foregoing. Publisher will not enter into any settlement or compromise of any such
claim, which settlement or compromise would result in any liability to Yahoo! or require Yahoo! to
take any affirmative action, without Yahoo!’s prior consent, which will not be unreasonably
withheld. ***



16. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A)
YAHOO! AND ITS LICENSORS ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED HEREUNDER OR FOR ANY WEB
SITES THAT CAN BE LINKED TO OR FROM THE RESULTS, (B) PUBLISHER ACKNOWLEDGES THAT THE PAID
MARKETPLACES ARE CONTINUOUSLY CHANGING AND THAT YAHOO! RESERVES THE RIGHT TO UPDATE SUCH
MARKETPLACES, PRODUCTS AND SERVICES, AND (C) YAHOO! AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.



17. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER
PARTY WILL BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR
FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CLAIM OR THEORY OF LIABILITY
BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF
LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT
DAMAGES UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO ***.



NOTWITHSTANDING THE FOREGOING, THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL NOT APPLY TO:
(i) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (ii) AN INTENTIONAL BREACH BY PUBLISHER OF
ITS EXCLUSIVITY OBLIGATIONS; or (III) ANY AMOUNTS PAYABLE UNDER A PARTY’S EXPRESS INDEMNIFICATION
OBLIGATIONS; PROVIDED, HOWEVER, THAT EACH PARTY’S AGGREGATE LIABILITY UNDER ITS RESPECTIVE
INDEMNIFICATION OBLIGATION IN SECTION 14 AND SECTION 15 OF ATTACHMENT B SHALL BE LIMITED TO ***.



18. Abuse of Services. Unless specifically allowed in this Agreement, (1) none of the
circumstances described *** below will occur on or in connection with Publisher’s Offerings; ***



(a) Queries or clicks generated by any automated or fraudulent means, provided that only for the
purposes of constituting a breach by Publisher under this Agreement, the following shall apply:
*** For clarity, any and all Queries or clicks generated by automated or fraudulent means shall
not be counted for purposes of calculating any compensation owed to Publisher, ***; and all
suspension and termination rights set forth below in this Section 18 shall be applicable
immediately ***;



(b) Queries or clicks on Results generated by misleading, manipulative, deceptive or incented
means, including but not limited to: (i) blind links (where users do not know that they will be
performing a Query or clicking on a Result); (ii) requiring a user to search or click to receive
some other benefit, obtain some other result or perform another function (such as leaving a webpage
or closing a window); (iii) pre-populating the Search Box; (iv) Publisher, its employees,
contractors or agents clicking on the Results except in the course of normal individual use; or (v)
offering a user any inducement of any kind to search or click on the



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Results;



(c) Unauthorized implementations, including: (i) use, display, syndication, sublicensing or
delivery of the Links, Results or Marks anywhere other than on Publisher’s Offerings; (ii) Links
placed on or Queries from or after 404 or other error messages; (iii) Queries from, or displays of
Results or Links within pop-over or pop-under windows, in or through a downloadable application, or
in or through an email; or (iv) using a software application that is downloaded to users’ computers
to drive traffic to any website on which Links or Results appear unless the application has been
formally approved by Yahoo!;



(d) Sending Queries from users located within countries identified on the Office of Foreign Assets
Control’s list of sanctioned countries, or masking the true user agent, referring URL, serveURL or
IP address of a user;



(e) Adding, deleting or changing terms or characters of a Query by anyone other than the user;



(f) *** display of anything (such as pop-up windows, expanding banners or buttons or any animation)
that may obscure any portion of the Links or the Results or stripping, blocking, or filtering
Results by any means or in any way preventing or inhibiting the display of Results in whole or in
part;



(g) Sending Queries to, or otherwise accessing, market-specific search databases or
product-specific paid marketplace databases except as approved by Yahoo!;



(h) Purchasing traffic with the intent of directing users to web pages where Paid Results are the
most prominent page element. Yahoo! acknowledges that the mockups attached hereto have been
reviewed by Yahoo! and that the Paid Results, exactly as reflected on the attached mockups, are not
considered by Yahoo! to be “the most prominent page element” on such web page; or



(i) Installing any program on a user’s computer or replacing a user’s home page, without the user’s
express and informed prior consent.



Any search, impression, click or conversion generated in violation of this Section 18 shall not be
counted for purposes of calculating any compensation owed to Publisher.



If any of the provisions of Section 18 above is violated, Yahoo! may immediately suspend services
upon notice to Publisher. If Publisher fails to cure or prevent the noticed activity within 48
hours after Yahoo! informs Publisher of the violation or if Publisher fails to provide reasonable
assurances that there will be no further violations, Yahoo! may terminate this Agreement
immediately upon notice without liability to Publisher except for any compensation due to Publisher
through the date of termination. If Publisher cures such violation, Yahoo! will promptly (within 1
business day) reinstate the services previously suspended. If Publisher violates the same
provision of this Section 18 more than once *** or any of the provisions of this Section 18 more
than twice, Yahoo! may terminate this Agreement without providing opportunity to cure.



19. Breach/Bankruptcy. Except where this Agreement provides otherwise, either party may
terminate this Agreement if the other party fails to cure any material breach of this Agreement
within 10 days of notice thereof. When Yahoo! is the non-breaching party, Yahoo! may suspend
services to Publisher during the cure period if Yahoo! believes the suspension will prevent harm to
Yahoo! or the Yahoo! network. In addition, either party may suspend performance and/or terminate
this Agreement if the other party makes any assignment for the benefit of creditors or files or has
filed against it any petition under bankruptcy law.



20. Change of Control or Transfer of Assets.



(a) Yahoo! may terminate this Agreement immediately without liability upon the existence of a
Change of Control by Publisher ***. Publisher agrees to notify Yahoo! of a Change of Control by
Publisher within 15 business days of such Change of Control. “Change of Control” means (i)
a merger, consolidation or other reorganization to which Publisher is a party, if the individuals
and entities who were stockholders (or partners or members or others that hold an ownership
interest) of Publisher immediately prior to the effective date of the transaction have “beneficial
ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of less
than eighty percent (80%) of the total combined voting power for election of directors (or their
equivalent) of the surviving entity following the effective date of the transaction, (ii)
acquisition by any entity or group of direct or indirect beneficial ownership in the aggregate of
then issued and outstanding securities (or other ownership interests) of



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Publisher in a single transaction or a series of transactions representing in the aggregate twenty
percent (20%) or more of the total combined voting power of Publisher, or (iii) a sale of all or
substantially all of Publisher’s assets.



(b) Publisher will not assign or transfer any Publisher’s Offering to any entity wholly or
partially owned by, controlled by or under common ownership or control with Publisher without
requiring that entity to enter into one of the following, at Yahoo!’s request: (i) an amendment to
this Agreement adding that entity as a party, or (ii) a separate agreement containing terms
substantially similar to this Agreement.



21. Traffic Quality Shortfall. If the traffic quality score for any Publisher’s Offering
for any calendar month is less than *** on the Traffic Quality Scale ***, Yahoo! may notify
Publisher of such traffic quality score. Upon receiving such notice, ***



22. Notice. Notice will become effective when delivered: (a) by courier to the address in
the SO (established by written verification of personal, certified or registered delivery by
courier or postal service); or (b) by fax to the fax number in the SO (established by a
transmission report and followed by a copy sent by courier or certified or registered mail). The
parties will notify each other of updated addresses and/or fax numbers. If (and only if) a party
has failed to furnish an accurate fax number, the other party may notify that party by electronic
mail to that party’s primary contact (followed by a copy sent by courier or certified or registered
mail). Such email notice will become effective when sent, provided that the sender does not
receive a response that the message could not be delivered or an out of office reply.



23. PR. No party will issue a press release or other written public statement regarding
this Agreement without the other party’s written approval (not to be unreasonably delayed), except
that (a) Yahoo! and any Yahoo! Related Party may communicate the general nature of this Agreement
to Advertisers and may list Publisher as a Yahoo! publisher, and (b) if either party is required by
a government agency (such as the SEC) to disclose the existence and/or terms of this Agreement,
then the disclosing party may make such disclosure; provided that, the disclosing party shall (i)
promptly notify the other party of such requirement, (ii) provide the other party with a reasonable
opportunity to review and consent to such disclosure, which consent shall not be unreasonably
withheld, and (iii) reasonably cooperate with the other party to seek confidential treatment or to
obtain an appropriate protective order to preserve the confidentiality. Each party will use
reasonable efforts to give the other party 10 business days prior written notice of its intent to
file this Agreement with the SEC or other similar regulatory agency and will work in good faith
with the other party for the purpose of agreeing upon and incorporating proposed redactions (such
proposed redactions to comply with laws, rules and regulations interpreting securities and other
applicable laws); provided that, in the event this Agreement must be filed with the SEC in
connection with a Form 8-K, the required prior written notice period shall only be 2 business days
No cure period shall apply to a breach of this Section.



24. Assignment. Subject to the restrictions set forth below, this Agreement may be assigned
in whole, or in part and shall inure to the benefit of, and shall be binding upon, the parties’
successors and assigns. Notwithstanding anything contained herein to the contrary, no party shall
assign any of its rights under this Agreement nor delegate any of its duties under this Agreement
without Yahoo!’s or Publisher’s, as applicable, prior written consent (not to be unreasonably
delayed); provided, however, that no such consent is required if an assignment is made by Yahoo! to
a Yahoo! Related Party, or by either party in connection with a Change in Control in which the
acquirer is not a Named Company. Any unauthorized assignment or transfer of this Agreement shall
be null and void and of no force or effect.



25. Agreement. Executed counterparts will each be deemed originals. The parties can rely
on fax copies of the signed Agreement as if they are originals. Only a written instrument executed
by the party expressly waiving compliance may waive any terms of this Agreement. In the event
Publisher does not include a date in its signature block in the SO, the Start Date of this
Agreement will be the date included in Yahoo! Inc.’s signature block. In the event of any
discrepancy regarding the date included in Publisher’s signature block, the earlier date will
control. This Agreement, together with the documents referenced in this Agreement, will contain
the sole and entire understanding of the parties with respect to the subject matter of this
Agreement, and supersedes all prior negotiations, discussions, commitments and understandings
heretofore had between the parties with respect thereto. The parties



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acknowledge and agree that they have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of their own choice or that they have voluntarily
declined to seek such counsel. Any amendments or modifications to this Agreement must be in
writing and signed by an officer of each party. If any part of this Agreement is invalid, the
remainder shall remain in force and the invalid portion will be replaced with a valid provision
coming closest to the parties’ intent and having like economic effect.



26. Law and Venue. This Agreement is governed by, and will be construed according to the
laws of the State of California, United States of America without regard to conflict of laws rules
that would otherwise apply laws of any other state or jurisdiction. Each party hereby consents to
non-exclusive personal jurisdiction and venue in the federal and state courts for Santa Clara
County, California.



27. Expiration/Termination. When this Agreement expires or is terminated: all rights and
licenses in this Agreement will terminate immediately and Publisher will immediately cease using
the Links, Results and Marks; Sections 5, 6, 9, 13-17, 22, 23, 25-27 and 29 of this Attachment B,
Sections 6 and 7 of the Domain Match Attachment, *** and any other provisions of this Agreement
that by their terms should survive the expiration or earlier termination of this Agreement will
survive; and Publisher will promptly refund to Yahoo! any unearned portion of any payment.



***



28. Misc. In the event of a conflict between the terms of the SO and Attachments A and B,
the terms of the SO and Attachment A will govern. A party will not be liable for failing to
perform because of strikes, riots, natural disasters, internet outages, terrorism, government
action, or any other cause beyond the party’s reasonable control. The parties are independent
contractors, not agents, partners, employees or joint venturers.



29. Definitions.



Above the Fold: visible without scrolling down, right or left, at a screen resolution of
1024x768.



Ad Code: the JavaScript or other code that initiates a Query when a user goes to an Ad
Page.



Advertiser: any entity providing advertising content to paid marketplace databases for
display as Paid Results.



Advertiser Landing Page: the landing page of the Advertiser associated with a Paid Result.



Agreement: see preamble in Attachment B.



Algorithmic Listings: any response to a search query, keyword or other request served from
an index or indexes of data related to Web pages generated, in whole or in part, by the application
of an algorithmic search engine.



Category-Specific Local Search Listings: Search result listings provided directly from a
third party’s local commercial database of category-specific advertisers (e.g., travel and hotels).
Hotels.com and servicemagic.com are examples of Category-Specific Local Paid Listing providers.



Hyperlinks: words that are displayed in the form of hyperlinks, that generate a Query when
clicked on or used by a user.



Hyperlink Results: the content of Advertisers served from paid marketplace databases in
the Territories in response to a Query generated by a Hyperlink, provided for display as sponsored
listings. Hyperlink Results do not include Web Search Results.



Links: Search Boxes that return Paid Search Results, Hyperlinks that return Hyperlink
Results, and Ad Code, to the extent included in the SO.



Local Paid Search Results: means the Paid Search Results that contain locally targeted
information and other content of Advertisers.



Local Section: any section of Paid Listings on a search results page (labeled as “Local
Sponsors” on the mock-up to this Agreement) that is located below the National Section, which Paid
Listings are generated based on bids and locally.



Marks: any Yahoo! trademark shown in the mockups.



Matched Ads: the content of Advertisers served from paid marketplace databases in the
Territories in response to a Query generated from the Ad Code.



Named Companies: ***, and any of their subsidiaries that Yahoo! may identify from time to
time upon written notice to 
Publisher ***



National Section: the top section of Paid Listings on a search results page (labeled as
“Sponsored Results” or “Sponsors” on the mockups to this Agreement), which Paid Listings are
generated based on bids by Advertisers on keywords.



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Paid Listings: any search result listing that responds to a search query, keyword query, or
other similar request for which the review, cataloging, collection, maintenance, display, indexing,
ranking, or other activity is paid for by an advertiser, regardless of the method by which payment
is determined (i.e., whether cost-per-clock, cost-per-action, cost-per-impression,
pay-for-placement, paid inclusion or otherwise), and regardless of whether Publisher receives
payment directly.



Paid Results: Paid Search Results, Domain Match Results, Hyperlink Results and/or Matched
Ads.



Paid Search Results: the content of Advertisers served from paid marketplace databases in
the Territories in response to a Query generated through a Search Box, provided for display as
sponsored listings. Paid Search Results do not include Web Search Results.



Publisher Content: all content residing on Publisher’s Offerings, including third party
content, but excluding the Links, Results and Marks.



Publisher’s Offerings: any Sites, *** Mapped Domains, Applications, and Emails identified
in the SO and any Attachments.



Query: a search query initiated from the Search Box or a Hyperlink, or a request for
Matched Ads initiated by the Ad Code on an Ad Page.



Results: Paid Search Results, Hyperlink Results, Domain Match Results, Web Search Results
and/or Matched Ads, to the extent included in this Agreement and as appropriate to the context.



Search Box: a graphical area in which a user can enter a Query.



SO: the Service Order.



Term: the period between the Start Date and the End Date, unless terminated earlier as
provided in this Agreement.



Territory: the following countries or regions where Yahoo! has a paid marketplace: the
United States. The aforementioned countries or regions may be updated upon mutual written
agreement of the parties.



Traffic Quality Scale: the scale used by Yahoo! to measure traffic quality in a manner
consistent among all Yahoo! search marketing publishers.



Web Search Results: the responses served from Web search databases ranked by an algorithm
designed to determine relevance.



Yahoo! Related Party: at any time during the Term, Yahoo! Inc., and any joint venture of
Yahoo! Inc., and any entity that directly or indirectly controls, is controlled by, or is under
common control with Yahoo! Inc., where “control” means the ownership of, or the power to vote, at
least twenty percent (20%) of the voting stock, shares or interests of such entity. In the event
of an assignment of all or part of this Agreement to a Yahoo! Related Party, the term “Yahoo!” used
in this Agreement shall be deemed to refer exclusively to the Yahoo! Related Party as a party to
this Agreement, to the extent of the assignment (as to both the Yahoo! Related Party’s
responsibilities and rights).




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ATTACHMENT D — DOMAIN MATCH ATTACHMENT





	1.	 	Definitions.
	 
	(a)	 	Domain Match Link: the Search Box, Hyperlinks and/or URL of a Mapped Domain to the extent
that Yahoo! agrees to receive Queries from such Links on the Mapped Domains and Landing Pages.
	 
	(b)	 	Domain Match Results: the content of Advertisers served from Yahoo!’s paid marketplace
databases in response to Queries from Landing Pages or in response to the URL of certain
Mapped Domains, which responses are provided for display as sponsored listings. Domain Match
Results do not include Web Search Results.
	 
	(c)	 	Domain Results Page: a webpage that displays Domain Match Results.
	 
	(d)	 	Landing Pages: the webpages hosted by Publisher that display Search Boxes and/or Hyperlinks,
as shown in the mockups.
	 
	(e)	 	Mapped Domains: all of the domain names owned, operated or registered by Publisher that have
been submitted by Publisher to qualify to receive Domain Match Results and that have been
approved by Yahoo! to display Domain Match Results, provided such domain names do not violate
the policies stated below.
	 
	2.	 	Domain Match Implementation. Upon a user typing in a Mapped Domain, Publisher will
directly transfer the user to a Landing Page or Domain Results Page (as determined by Yahoo!’s
mapping technology). Except as shown in the mockups, Publisher will not display or link to
any content on any Landing Page or Domain Results Page without Yahoo!’s prior written consent.
	 
	3.	 	Representations, Warranties and Covenants. Publisher represents and warrants that
Publisher has the right to use each Mapped Domain and that each Mapped Domain (a) does not
violate the intellectual property rights of any third party; (b) does not violate any
applicable law; (c) is not subject to any injunction; (d) is not libelous, defamatory, or
obscene; and (e) does not violate the policies described below. If any of the foregoing
(a)-(e) apply to a Mapped Domain, then Publisher shall not redirect such Mapped Domain to any
webpage associated with Yahoo!, or on which Links or Results are available. Publisher will
promptly notify Yahoo! of any claim made or threatened against it concerning any Mapped
Domain.
	 
	4.	 	Yahoo! Rights. Notwithstanding anything in this Agreement to the contrary and
without limitation of Yahoo!’s other rights and remedies, Yahoo! may, for any reason or no
reason, in its sole discretion: (a) decline to respond to Queries originated from one or more
Mapped Domains; or (b) require Publisher to block the display of one or more Landing Pages or
Domain Results Pages if Yahoo! reasonably believes that (i) Publisher does not have the right
to use or to associate data or content with a corresponding Mapped Domain, or (ii) the
association of data or content on the Landing Page or Domain Results Page in response to a
Mapped Domain (A) violates the intellectual property rights of a third party, (B) is libelous,
defamatory or obscene, or (C) might create liability for Yahoo!.
	 
	5.	 	Policies. Yahoo! may change or add to these policies in its sole discretion by
informing Publisher in writing (email sufficing), provided that Publisher shall have ten (10)
days to become compliant with such new policies and *** the exclusivity and other applicable
provisions set forth elsewhere in this Agreement, including within other attachments, will be
applied to the Mapped Domains, as appropriate to each such Mapped Domain (e.g., a Mapped
Domain owned by Publisher will be deemed a Site pursuant to the Agreement and a domain owned
by a third party, but operated by Publisher, would be deemed a *** pursuant to the Agreement,
as applicable); provided however that Yahoo! has the right to review and approve the new
implementation for the Site, ***. Publisher will not redirect to Yahoo! any domain names
that include the following:
	 
	(a)	 	trademarks, company names, and names of specific natural persons (including misspellings),
such as McDonalds.com, macdnlds.com, xcerox.com, micaljordan.com;
	 
	(b)	 	words which would evoke a question of legality, such as automatic or military-style






			
	 
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	 	 	assault weapons, cracked or pirated software (eg, words like appz, warez, cracks, crackz, hacks,
hackz), falsely obtained passwords (eg, words like passwordz), prostitution services, and
questionable substances or words alluding to the ingestion of questionable substances;






	(c)	 	defamatory, libelous or threatening language, such as racial or religious epithets or
language related to doing physical harm to people or their property;
	 
	(d)	 	vulgar or obscene language, such as f-ckyu.com;
	 
	(e)	 	any language that might advocate or glorify torture, rape or any other illegal or harmful
act; and
	 
	(f)	 	any language that is sexually explicit, including but not limited to language related to
prostitution, child pornography or underage sex, bestiality, necrophilia, incest or
pedophilia.
	 
	6.	 	Compensation.
	 
	(a)	 	Without limiting Yahoo!’s other rights or remedies (including the right to recover any
damages permitted by the Limitation of Liability provision), if Publisher violates any
provision of Yahoo!’s policies, Yahoo! may assess a fee of *** of Domain Match
Results Gross Revenue for the Publisher’s Offerings in violation of the policies for the month
in which such violation was committed, which fee helps to cover Yahoo!’s costs in monitoring
and administering these policies. Violations of the policies include but are not limited to
misuse of the feed provided by Yahoo!, changes to the mapping determined by Yahoo!’s
technology and disapproved implementations of Landing Pages or Domain Results Pages.
	 
	(b)	 	If Publisher generates any revenue while in violation of any requirement of this Domain Match
Attachment, Yahoo! reserves the right to exclude the revenue attributable to such violation
from its calculation of any amounts owed to Publisher.
	 
	7.	 	Indemnity. Without limiting Publisher’s other indemnification obligations under this
Agreement, Publisher will (a) indemnify, defend and/or settle, and pay damages awarded
pursuant to, any third party claim brought against Yahoo!, any Yahoo! Related Party and any
Advertiser, arising out of or related to any Mapped Domain; and (b) reimburse Yahoo! for any
reasonable payment made to its Advertisers in settlement of costs, attorneys fees and damages
incurred by such Advertisers in connection with bona fide, non-frivolous investigations or
claims against such Advertisers, resulting from any Mapped Domain or any breach of this Domain
Match Attachment, even if no formal claim has been brought against Yahoo! or its Advertisers
or tendered pursuant to the procedure set forth above. ***
	 
	8.	 	Misc. In the event of a conflict between the terms of this Domain Match Attachment
and any other provision of the Agreement, the terms of this Domain Match Attachment will
govern as to Domain Match. In the event that Publisher becomes aware of any applicable law or
regulation that contains more stringent requirements than this Domain Match Attachment after
reasonable inquiry, Publisher will inform Yahoo! and will comply with the more stringent
requirement.





			
	 
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EXHIBIT 1 TO THE AGREEMENT



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EXHIBIT 2 TO THE AGREEMENT




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