Advertising Insertion Order



 Exhibit 10.27 
 

 
 Advertiser/Agency Insertion Order 
 Advertiser Information 
  

					
		 	 ̈ New Advertiser	  	x Existing Advertiser
			
		 	 ̈ New Agency	  	 ̈ Existing Agency

  

					
		 	Advertiser (or Agency) Name:	  	Intelius Sales Company, LLC
			
		 	Address:	  	500 108th Ave. 25th Floor, Bellevue, WA 98004
			
		 	 Contact
 Name/Email/Phone Number:
	  	Matt Ditorrice (mditorrice@addresses.com)

 Marchex Company or Companies 
  

							
		 	      ̈ Enhance Interactive, Inc.
  ̈ goClick.com, Inc.
	 	     x Marchex, Inc.
  ̈ TrafficLeader, Inc.
	 	       x MDNH, Inc.
  ̈ IndustryBrains, LLC


 Agreement 
  

			
		  	This Advertiser Insertion Order, together with the Universal Advertising Services Terms and Conditions (located at http://www.marchex.com/aboutus/terms-and-conditions-universal.html),
constitute two separate and legally binding and enforceable Advertising Service(s) agreements between the Advertiser set forth above and both Marchex, Inc., and MDNH, Inc., a wholly owned subsidiary of Marchex, Inc. (each referred to herein as
“Company”). This Agreement replaces all previous advertising Insertion Orders entered into between the parties relating to the subject matter herein.

 Campaign Summary 
  

					
		  	Ad Campaigns:	  	Yellow Pages Searches; White Pages Searches; Text Links; and Area/Zip code lookups as set forth in Exhibit A.
			
	 Item 1
	  	Term:	  	July 1, 2007 (“Effective Date”) through ***.
			
	 Item 2
	  	Websites from which Advertiser will receive searches (“Websites”):	  	AreaConnect.com, Yellow.com, 50States.com, Findlinks.com, WhiteYellowPages.com, PhoneNumbers.com, WhitePages.net 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. 
 1 









					
	Item 3	  	Additional Terms:	  	 1. Termination: Advertiser may only terminate ***.
  
 2. Cobranding: Cobranded sites may be utilized as mutually agreed upon by the parties and as further set forth in Exhibit A. When utilizing cobranded sites,
searches sent to Advertiser will be displayed on ***. Advertiser shall provide a cobranded version of the Results Pages, which shall incorporate a mutually agreed upon layout and branding. Advertiser is responsible for all production work, hosting
and maintenance of the Results Pages.
  
 3. Traffic Attribution: In connection
with cobrands as described in Section 2 above, each party shall ***.
  
 4.
Payment: Advertiser shall maintain with Marchex, Inc. an initial deposit of ***. Marchex, Inc. will invoice Advertiser for this aforementioned deposit on the Effective Date. Additionally, Advertiser ***.
  
 5. *** Placement. Within *** of the Effective Date, Intelius will be ***.
  
 6. Banner Advertisements: Intelius reserves the right to maintain a rotating banner
advertisement of approximately ***.
  
 Within thirty (30) days of terminating this
Agreement, Company shall refund to Advertiser the Deposits, less any payments due to Company.

	
	Pricing
		  		  	
		  	Pricing:	  	The pricing for each Ad campaign shall be as set forth in Exhibit A. Payment shall be made to Marchex, Inc. for those campaigns in Exhibit A designated as “MCHX” and to MDNH, Inc. for
those campaigns designated as “MDNH.” Intelius will be invoiced accordingly to reflect the charges owing to each entity.
	
	Payment
		  		  	
		  	 Method/Plan:
	  	x Invoice      ̈ Auto Renew Service      ̈ Fixed
Payment Plan      ̈ Pay-As-You-Go
		  		  	
		  	Terms:	  	Additional Ad campaign payment provisions, if any, shall be set forth in Exhibit A.
	
	Execution
		
		  	 By executing this Agreement, Advertiser affirms that it fully understands and accepts all applicable terms, policies and conditions of
this Agreement, and enters into this Agreement individually with each respective Company, each Company being severally liable for its respective obligations and performance under its respective agreement with Advertiser.
  
 Agreed and accepted:

		  		  	

  

							
	Authorized Advertiser Representative	  	Authorized MDNH Representative
	Name:	 	  
	  	Name:	  	 Brendhan Hight

	Title:	 	  
	  	Title:	  	 President

	Signature:	 	  
	  	Signature:	  	 /s/    Brendhan Hight

		 		  		  	
	Authorized Advertiser Representative	  	Authorized Marchex Representative
	Name:	 	 Ed Peterson
	  	Name:	  	 Eric Thoreson

	Title:	 	 EVP Sales & Marketing
	  	Title:	  	 VP Directory Services

	Signature:	 	 /s/    Ed Peterson
	  	Signature:	  	 /s/    Eric Thoreson


  

 [***] 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. 
 2 








 EXHIBIT A 
  

											
	 	  	TYPE	  	COMPANY	  	***	 	 DESCRIPTION
	  	***
	Item 4	  	YP	  	MCHX	  	***	 	YP searches to cobranded Results Pages from Marchex websites	  	***
		  	WP	  	MCHX	  	***	 	WP searches to cobranded Results Pages from Marchex websites	  	***
		  	Links	  	MCHX	  	***	 	Background-search links to Intelius.com from Whiteyellowpages.com	  	***
		  	Links	  	MCHX	  	***	 	Background-search links to Intelius.com from Yellow.com & 50states.com	  	***
		  	Area/Zip
Code	  	MCHX	  	***	 	Area code and zip code lookups to cobranded Results Pages from Marchex websites	  	***
		  	YP	  	MDNH	  	***	 	YP searches to cobranded Results Pages from AreaConnect.com	  	***
		  	WP	  	MDNH	  	***	 	WP searches to cobranded Results Pages from AreaConnect.com	  	***
		  		  		  		 		  	
	Item 5	  	Advertiser will pay Company the rates set forth above based on search numbers provided by *** for each search delivered by each Company. Company agrees ***. 
	  	
		  		  		  		 		  	
	Item 6	  	***	  	
		  		  		  		 		  	
	Item 7	  	***	  	

  

 [***] 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. 
 3 








 

 
 November 30, 2007 
  

			
		  	Intelius Sales Company, LLC
		  	ATTN: Matt Ditorrice
		  	500 108th Ave. 25th Floor
		  	Bellevue, WA 98004
		
		  	Dear Matt:
		
		  	This letter agreement refers to that certain Advertiser Insertion Order entered into by and among Marchex, Inc., a Delaware corporation, having offices at 413 Pine Street, Suite 500, Seattle, WA
98101, MDNH, Inc. a wholly-owned subsidiary of Marchex (together, “Marchex”), and Intelius Sales Company, LLC, a limited liability company (“Intelius”) having offices at 500 108th Ave. 25th Floor Bellevue, WA 98004 and effective as of July 1, 2007 (the
“Agreement”). In connection with such Agreement, the parties acknowledge and agree that:
		
	 ITEM 8     
	  	 1. ***

		
	 ITEM 9     
	  	 2. ***

		
	 ITEM 10   
	  	 3. ***

		
		  	Except as set forth in this letter agreement, all of the terms of the Agreement shall remain in full force and effect.
		
		  	IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this letter agreement as of the date first set forth above.

  

											
		 	Intelius Sales Company, LLC	 	Marchex, Inc.
						
		 	By:	 	/s/    Ed Peterson	 		 	By:	 	/s/    Eric Thoreson
						
		 	Name:	 	Ed Peterson	 		 	Name:	 	Eric Thoreson
						
		 	Title:	 	EVP Sales & Marketing	 		 	Title:	 	VP Directory Services

  

					
		
		 	MDNH, Inc.
			
		 	By:	 	/s/    Brendhan Hight
			
		 	Name:	 	Brendhan Hight
			
		 	Title:	 	President

  

 [***] 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. 
 4 








 

 
 INTELIUS SALES COMPANY LLC 
 AMENDMENT 
  

			
		  	Reference is hereby made to that certain Advertiser Insertion Order entered into as of July 1, 2007 by and among Marchex, Inc., a Delaware corporation, having offices at 413 Pine Street,
Suite 500, Seattle, WA 98101, MDNH, Inc. a wholly-owned subsidiary of Marchex (together, “Marchex”), and Intelius Sales Company, LLC, a limited liability company having offices at 500 108th Ave. 25th Floor Bellevue, WA 98004 (“Advertiser”), (as amended
on November 30, 2007, the “Agreement”).
		
		  	This Amendment to the Agreement (“Amendment”) is entered into by and among Marchex and Advertiser and is effective as of February 26, 2008 (“Effective Date”). Any
capitalized terms herein, but not defined, shall have the meanings ascribed to them in the Agreement.
		
		  	Exhibit A to the Agreement shall be amended as follows:
		
		  	 1. The first and sixth rows on the Exhibit A pricing table shall be deleted in their entirety.

		
	ITEM 11	  	 2. The second full paragraph of Exhibit A shall be deleted in its entirety and replaced with the following:

		
		  	 ***

		
		  	Except as set forth in this Amendment, all of the terms of the Agreement shall remain in full force and effect.
		
		  	IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Amendment as of the Effective Date.

  

											
		 	Intelius Sales Company, LLC	 	Marchex, Inc.
						
		 	By:	 	/s/    Ed Peterson	 		 	By:	 	/s/    Ethan Caldwell
						
		 	Name:	 	Ed Peterson	 		 	Name:	 	Ethan Caldwell
						
		 	Title:	 	EVP Sales & Marketing	 		 	Title:	 	General Counsel

  

					
		
		 	MDNH, Inc.
			
		 	By:	 	/s/    Kurtis Sly
			
		 	Name:	 	 Kurtis Sly

			
		 	Title:	 	 Vice President


  

 [***] 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. 
 5 








 INTELIUS SALES COMPANY LLC 
 AMENDMENT NO. 3 
  

					
		  		 	Reference is hereby made to that certain Advertiser Insertion Order entered into as of July 1, 2007 by and among Marchex, Inc., a Delaware corporation, having offices at 413 Pine Street,
Suite 500, Seattle, WA 98101, MDNH, Inc. a wholly-owned subsidiary of Marchex (together, “Marchex”), and Intelius Sales Company, LLC, a limited liability company having offices at 500 108th Ave. 25th Floor Bellevue, WA 98004 (“Advertiser”), as amended
on November 30, 2007 and on February 26, 2008 (as amended, the “Agreement”).
			
		  		 	This Amendment No. 3 to the Agreement (“Amendment”) is entered into by and among Marchex and Advertiser and is effective as of December 31, 2008 (“Amendment Effective
Date”). Any capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Agreement.
			
		  		 	In connection with the Agreement, the parties acknowledge and agree as follows:
			
	 ITEM 12   
	  		 	The Term field of the Agreement shall be deleted in its entirety and replaced with the following:
			
		  		 	 July 1, 2007 (“Effective Date”) through ***.

			
	 ITEM 13   
	  		 	Paragraph 5 of the Additional Terms field of the Agreement shall be deleted in its entirety and replaced with the following:
			
		  		 	 5. Advertiser will pay Marchex *** per White Pages Query. ***

			
	 ITEM 14   
	  		 	Exhibit A to the Agreement shall be amended as follows:
			
		  	(A)	 	The first full paragraph of Exhibit A shall be deleted in its entirety and replaced with the following:
			
		  		 	 Beginning on January 1, 2009, Advertiser will pay Marchex at the rates set forth above for White Pages Queries, Links and Area/Zip Code and below for
Yellow Page Queries based on calculations provided by *** for each search (or click through, as the case may be) ***, and *** tracking and reporting shall control calculation of the Advertiser payment obligations hereunder; ***.

			
		  	(B)	 	The second full paragraph of Exhibit A (as previously amended) shall be deleted in its entirety and replaced with the following:
			
		  		 	 Advertiser will pay for each Yellow Page Query it accepts at the rate of *** up to *** per month and at the rate of *** thereafter. The maximum monthly cap for
Yellow Pages Queries will be ***.

			
		  	(C)	 	The third full paragraph of Exhibit A shall be deleted in its entirety and replaced with the following:
			
		  		 	 ***

			
	ITEM 15	  		 	The following definitions shall apply to the Agreement:
			
		  		 	 ***

			
		  		 	 ***

			
		  		 	 ***

			
		  		 	 ***

			
		  		 	 ***

			
		  		 	 ***


  

 [***] 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. 
 6 








 IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Amendment as of the Amendment
Effective Date. 
  

									
	INTELIUS SALES COMPANY LLC	 		 	MARCHEX, INC.
					
	By:	 	/s/    Ed Peterson	 		 	By:	 	/s/    Travis Fairchild
					
	Name:	 	Ed Peterson	 		 	Name:	 	Travis Fairchild
					
	Title:	 	EVP Sales & Marketing	 		 	Title:	 	VP Publishing

  

			
	MDNH, INC.
		
	By:	 	/s/    Brendhan Hight
		
	Name:	 	Brendhan Hight
		
	Title:	 	President

  

 7