Unless otherwise agreed by Yahoo! as part of its approval of a Site or Syndicated Site, the following additional requirements for Paid Search and/or Web Search will apply during the Term:

MOCKUPS

The parties agree to the following:

The agreement of the parties consists of the Service Order and all Attachments and Exhibits (“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 (except as provided in Section 25), non-transferable, non-sublicensable (except as explicitly provided for under this Agreement to Affiliates approved in accordance with the Syndication Attachment), royalty-free worldwide right and license to use and display the Links on and in the Publisher’s Offerings, send Queries from Publisher’s Offerings to Yahoo! and to use, transmit and display the Results provided by Yahoo! on and through 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, send Queries from Publisher’s Offerings to Yahoo! and receive, transmit and display 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. [*]. Publisher further acknowledges and agrees that, except as provided in this Agreement, Publisher will not be entitled to, nor seek, [*]. By way of example, and without limitation, under the Search Platform, Advertisers will have the ability to [*]. Yahoo! reserves the right (i) [*].

3. Publisher’s Offerings. This Agreement applies to the Publisher’s Offerings as defined in Section 31 below.

4. Future Offerings. Publisher will use best efforts to notify Yahoo! of any additional websites or software applications owned by Publisher for use or distribution to end-users that include (or that Publisher anticipates will include) search functionality or paid listings. The parties may amend the SO to include such additional offerings.

(a) “Gross Revenue” means the amount earned from Advertisers solely from the Paid Results shown on Publisher’s Offerings in each of the Territories. [*].

6. Payment. For each month during the Term, Yahoo! or Yahoo! Related Parties will pay Publisher in accordance with the Compensation section of the SO within forty-five (45) days after the end of the calendar month in which the relevant Results appeared on Publisher’s Offerings (“Payment Period”). All payments (a) with respect to the U.S. and Canada will be made in US dollars, (b) with respect to the United Kingdom will be made in British pounds, and (c) with respect to all other countries in the Territory will be made in Euros. If Advertisers pay in any other currency besides US dollars, 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!. In the event that Yahoo! refunds amounts to Advertisers in excess of its payment to Publisher and there are no future payments to Publisher to offset against, Publisher will pay Yahoo! for such amounts within [*] days of Yahoo!’s request. 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. Yahoo! will provide Publisher with a monthly report describing in reasonable detail how the payments provided for hereunder were determined and will provide Publisher with access to preliminary daily data on the performance of the Results on Publisher’s Offerings. Such data will include estimates of each of the following metrics: [*]. All reports provided to Publisher hereunder, whether in written or electronic form, are the Confidential Information of Yahoo!; provided that any

information and metrics that are specific to Publisher and/or Publisher’s Affiliates business and use of the Yahoo! services and Results hereunder as part of any Publisher’s Offering are confidential and proprietary information as between Publisher and Yahoo! and will be governed by the confidentiality provisions of this Agreement; provided further that, notwithstanding anything else contained herein, Yahoo! may disclose such Confidential Information to Yahoo! Related Parties, subject to their obligation to keep such information confidential.

8. Audits. [*] each year during the Term and for [*] after the Term, at the expense of the auditing party, Publisher and Yahoo! may review the other party’s records to confirm compliance with the terms of this Agreement. Notwithstanding the prior sentence, if the auditing party has a reasonable belief that the other party is not complying with the terms of this Agreement, then the auditing party shall be entitled to conduct a second audit during such one-year period and [*]. All audits under this section must be during normal business hours, must not unduly interfere with the party being audited and must be performed through a reputable, independent certified public accounting firm reasonably acceptable to the other party (the “Audited Party”). Prior to an audit, the party requesting the audit will require the auditor to sign a confidentiality agreement reasonably similar to the form of the Audited Party’s standard confidentiality agreement. All information received by either party in connection with an audit under this Section 8 shall be subject to the confidentiality obligations of this Agreement. Such audit shall occur during business hours upon at least [*] notice and shall be conducted in accordance with generally accepted auditing standards, if applicable, and the reviewer may disclose only whether or not the Audited Party is in compliance, and the degree and amount of any non-compliance, and may not disclose other information (including to the auditing party) without written consent of the Audited Party. [*].

9. Ownership. As between Yahoo! and Publisher, all right, title and interest in Links, Results, and Marks 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, including Publisher’s Search Boxes, 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 and its Affiliates are solely responsible for the ownership, development, maintenance and operation of Publisher’s Offerings and the Publisher Content. [*]. Other than the placement obligations and express limitations and restrictions set forth in this Agreement, Yahoo! has [*]. Notwithstanding the foregoing, Publisher will provide at least 10 business days’ prior notification to Yahoo! of any material change in the content, design or architecture of any of Publisher’s Offerings that would materially change the target audience or materially affect the implementation or display of the Links or the Results with respect to such offering.

12. Traffic Quality. For each Query and each click on a Paid Result, Publisher will provide: (a) the User agent; (b) the full unencrypted Internet Protocol address of the User (unless such provision is in violation of applicable law, in which case the parties agree to work in good faith and use commercially reasonable efforts to provide Yahoo! with such information in a form and manner that complies with applicable law); and (c) the serve URL (in such form as mutually agreed upon by the parties). To the extent Yahoo! requests in writing that Publisher provide any additional data for use by Yahoo! in connection with ad serving and quality systems, Publisher will [*] provide such additional data; provided that, the provision of such data to Yahoo! does not violate any applicable law, rule or regulation. Publisher will provide this information along with the Internet Protocol address of its own or the Affiliate’s server, as the case may be, at the time a Query is sent to Yahoo! and when a user clicks on a Paid Result. For clarity, Publisher will not share any personally identifiable information with Yahoo! as part of sending Queries to Yahoo! hereunder (incidental transmission of personally identifiable information by a User is excluded).

Additionally, Publisher will utilize the URLs and other source feed indicators designated from time to time by Yahoo!. The parties will cooperate [*] to minimize automated or fraudulent traffic. Yahoo! will have no obligation to make payments (i) in instances when Publisher has failed to utilize designated source feed indicators correctly and Yahoo! cannot, using its routine business practices, accurately identify the source of associated Gross Revenue, or (ii) for any amounts generated from automated or fraudulent traffic. Yahoo! shall determine the validity of all traffic using commercially reasonable standards.

13. Confidentiality. A party receiving Confidential Information agrees (a) not to disclose any Confidential Information to any third parties, (b) not to use any Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement and (c) to keep the Confidential Information confidential using the same degree of care the receiving party uses to protect its own confidential information, as long as it uses at least reasonable care. If either party receives a subpoena or other validly issued judicial process requesting, or is required by a government agency (such as the SEC) to disclose, Confidential Information of the other party, then the receiving party shall promptly notify disclosing party (in every event prior to disclosure of confidential Information) and shall reasonably cooperate to seek confidential treatment, including the incorporation of reasonably requested proposed redactions, and to obtain an appropriate protective order to preserve the confidentiality of the Confidential Information. All obligations under this Section survive until the latter of 3 years after termination of the Agreement or until such information is in the public domain. The parties intend the foregoing to provide the maximum protection for each party’s respective trade secrets. Yahoo! acknowledges and agrees that, subject to the exclusions set forth in the definition of Confidential Information in Section 31 of this Attachment B, any information Publisher provides to Yahoo! hereunder for the purpose of obtaining or maintaining Yahoo!’s approval of an Affiliate or Syndication Site or Application, including without limitation the identity of any potential third-party affiliate or information regarding such third-party, its websites and applications, (i) is Publisher’s

Confidential Information subject to the confidentiality and non-disclosure provisions of this Agreement, (ii) is provided to Yahoo! in strict confidence for the sole and limited purpose of obtaining and maintaining Yahoo!’s approval hereunder, and (iii) may not be used by Yahoo! for any other purpose, including any sales or marketing efforts.

15. Publisher Representations and Warranties. Publisher represents and warrants to Yahoo! that: (a) it has full power and authority to enter into this Agreement, and to carry out all of the obligations hereunder; (b) the tax identification number set forth herein is Publisher’s correct social security or federal tax identification number; (c) Publisher owns all right, title and interest in and to, and/or has the necessary rights to operate, the Sites; and (d) that its performance under this Agreement will conform to applicable laws and government rules and regulations in the Territory. If any of the representations and warranties contained in this Section 15 prove to be untrue, then (i) such event shall not be deemed a default by Publisher under this Agreement and (ii) except with respect to matters related to the Confidential Information of Yahoo! or any Yahoo! Related Parties, or as otherwise expressly set forth in this Agreement, Yahoo!’s sole and exclusive remedy for any breach of the representations and warranties herein shall be to enforce the indemnification obligations contained in Section 17 below.

16. Yahoo! Indemnification. With respect to claims or actions against one or both parties by third parties, insofar as such claim, demand or action is [*]. Publisher must approve any settlement of any such claim to the extent that such settlement admits liability on Publisher’s or Parent’s behalf, or imposes any restrictions on Publisher or Parent. Yahoo! may, at its option, elect to have Publisher defend and/or settle the claim on its own behalf, using counsel reasonable acceptable to Yahoo!; in that case Yahoo! shall, in addition to its obligations under (ii) above, reimburse Publisher or Parent for its actual and reasonable attorney’s fees and other costs of defending and/or settling the claim (so long as those fees and costs were approved by Yahoo! in advance). [*].

17. Publisher Indemnification. With respect to claims or actions against one or both parties by third parties, insofar as such claim, demand or action is [*]. Yahoo! must approve any settlement of any such claim to the extent that such settlement admits liability on Yahoo!’s or Yahoo!’s behalf, or imposes any restrictions on Yahoo! or a Yahoo! Related Party. Publisher may, at its option, elect to have Yahoo! or the Yahoo! Related Party defend and /or settle the claim on its own behalf, using counsel reasonable acceptable to Publisher; in that case Publisher shall, in addition to its obligations under (ii) above, reimburse Yahoo! or the Yahoo! Related Party for its actual and reasonable attorney’s fees and other costs of defending and/or settling the claim (so long as those fees and costs were approved by Publisher in advance). [*].

(a) WARRANTY DISCLAIMER BY PUBLISHER. OTHER THAN THE WARRANTIES SET FORTH IN THIS AGREEMENT, PUBLISHER MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PUBLISHER’S OFFERINGS OR THE METASEARCH SERVICES OF PUBLISHER, AND PUBLISHER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PUBLISHER DOES NOT WARRANT THAT THE OPERATION OF THE PUBLISHER METASEARCH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, EXCEPT AS PROVIDED IN THIS AGREEMENT, PUBLISHER DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PUBLISHER METASEARCH SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.

(b) WARRANTY DISCLAIMER BY YAHOO!. OTHER THAN THE WARRANTIES SET FORTH IN THIS AGREEMENT, YAHOO! MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE YAHOO! SERVICES AND THE RESULTS, OR FOR

ANY WEBSITES THAT CAN BE LINKED TO OR FROM THE RESULTS AND YAHOO! SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. YAHOO! DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, YAHOO! DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.

(c) ADDITIONAL WARRANTY DISCLAIMER. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER PUBLISHER NOR YAHOO!, NOR THEIR LICENSORS, MAKES ANY WARRANTY WHATSOEVER WITH REGARDS TO THE FEATURES, FUNCTIONS, PERFORMANCE QUALITY, OR OTHER CHARACTERISTICS OF THE SERVICES AND PRODUCTS EACH PARTY PROVIDES.

19. 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, NEITHER PARTY WILL BE LIABLE FOR DIRECT DAMAGES IN EXCESS OF THE GREATER OF [*].

INFOSPACE SHALL NOT BE LIABLE TO YAHOO! OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE

INFOSPACE METASEARCH SERVICES, UNLESS SUCH UNAUTHORIZED USE ARISES FROM INFOSPACE’S NEGLIGENCE OR WILLFUL MISCONDUCT. YAHOO! SHALL NOT BE LIABLE TO INFOSPACE OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE YAHOO! SERVICES UNLESS SUCH UNAUTHORIZED USE ARISES FROM YAHOO!’S NEGLIGENCE OR WILLFUL MISCONDUCT.

NOTWITHSTANDING THE FOREGOING, THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL NOT APPLY TO [*].

20. Abuse of Services. Unless specifically allowed or otherwise approved by Yahoo! in writing under this Agreement, [*]:

[*]

Notwithstanding anything else in this Agreement to the contrary, but without limiting any of Yahoo!’s rights under the Agreement, in the event of a breach or violation of one or more terms or conditions of this Agreement by an Affiliate or Syndication Site without Publisher’s knowledge or consent, [*].

(a) Material Breach: 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 [*] of notice thereof, or if such breach is not amenable to cure [*]. When Yahoo! is the non-breaching party, Yahoo! may [*]. When Publisher is the non-breaching party, Publisher may [*]. In addition, either party may suspend performance and/or terminate this Agreement upon [*] prior written notice if the other party makes any assignment for the benefit of creditors or files or has filed against it any petition under bankruptcy law.

(b) Material Change: In the event of a material change (as described in Section 11 of Attachment B above) that Yahoo! does not approve, Yahoo! will [*]. If Publisher does not or is not able to [*], Yahoo! may suspend or terminate the provision of Yahoo!’s services and Results with respect to such Publisher Offering [*].

(c) Complaints: If Yahoo! receives [*] complaints about Publisher, an Affiliate or any Publisher’s Offering [*], then, without limitation of any other termination rights provided in this Agreement and subject to the notice, cure and suspension provisions set forth above in subsection (a) of this Section 21, Yahoo! may [*]. However, Yahoo! may [*].

(d) Abuse of Service Violations: If any provision of Section 20 (Abuse of Services) is violated, Yahoo! may immediately suspend services to the offending Publisher Offering or Affiliate, subject to the provisions set forth in Section 20. If Publisher or Affiliate fails to cure any such violation within [*] after Yahoo! informs Publisher of the violation or if Publisher or Affiliate fails to provide Yahoo! with reasonable assurances that there will be no further violations in response to a written request from Yahoo!, then Yahoo! may withdraw its approval and terminate this Agreement with respect to such violating Publisher Offering or Affiliate immediately upon notice without liability to Publisher or any Affiliate except for any undisputed compensation due to Publisher through the date of termination. [*].

(e) Trademark License Violation: If Publisher or any Affiliate engages in any action that Yahoo! determines, [*], disparages or devalues the Marks or Yahoo!’s or its licensors’ reputation or goodwill in the Marks, Yahoo! will [*].

(f) Applications: Yahoo! may terminate or suspend services with respect to an Application or all similar types of Applications immediately upon notice, in the event of any of the following:

i. The existence of a claim eligible for indemnity relating to an Application;

ii. The existence of any governmental action or investigation related to an Application and/or the distribution of the Application;

iii. Adverse publicity or media attention related to an Application;

iv. Yahoo!’s reasonable belief that an Application and/or the distribution of the Application may cause liability to Yahoo!, any Yahoo! Related Party, or any Advertisers;

v. Publisher’s distribution of Results to or via an Application that is not Certified (unless a request for Certification is pending and such Application otherwise complies with the terms and conditions of the Software Attachment) or whose Certification has lapsed.

Notwithstanding the foregoing, if Yahoo! determines, in its sole discretion, that [*].

(g) Syndicated Sites: If Publisher or an Affiliate fails to comply with any requirements under the Syndication Attachment, Yahoo! may [*]; provided that, if there has been a previous instance of non-compliance by the Publisher or such Affiliate, then Yahoo! may terminate Publisher’s syndication rights with respect to such Affiliate without any cure period.

[*]

(i) 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 (where, for example, a 5 on a scale of 1-10 is 50%), Yahoo! may notify Publisher of such traffic quality score and, in such event, will provide Publisher with such information as reasonably requested by Publisher to determine the nature and scope of the traffic quality score shortfall. [*], Yahoo! may suspend the provision of its services and Paid Results to such Publisher Offering upon written notice to Publisher. Publisher acknowledges that Yahoo! may modify the method it uses to measure traffic quality from time to time in its sole discretion; provided that, such method is applied consistently to all Yahoo! search marketing publishers.

(k) Cooperation. In any event giving rise to the suspension or termination rights of Yahoo! in this Section 21, Yahoo! will

provide reasonable cooperation to Publisher to assist Publisher with (i) identifying the cause, and (ii) identifying and implementing a remedy.

(l) Change of Control: Yahoo! may terminate this Agreement immediately without liability upon the existence of a Change of Control by Publisher or Parent; provided that, Yahoo! must exercise such right of termination within [*] of receiving notice of such Change of Control or Yahoo!’s right of termination shall expire. “Change of Control” means (i) a merger, consolidation or other reorganization to which Publisher or Parent is a party, if the individuals and entities who were stockholders (or partners or members or others that hold an ownership interest) of Publisher or Parent 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 fifty percent (50%) (or 80% if such transaction involves a Named Company) 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 Publisher or Parent in a single transaction or a series of transactions representing in the aggregate fifty percent (50%) or more (or 20% or more if such transaction or series of transactions involves a Named Company) of the total combined voting power of Publisher or Parent, or (iii) a sale of all or substantially all of Publisher’s or Parent’s assets. “Named Company” [*], or any of their subsidiaries or affiliates.

(m) In addition to the rights set forth elsewhere in this Agreement, Yahoo! may terminate this Agreement with respect the Australian market located within the Territory upon seven (7) days’ prior written notice for any reason or no reason, provided that, Yahoo! may exercise such termination right upon 24 hours’ prior written notice for reasons related to fraudulent, suspicious or lower quality traffic with respect to the Australian market.

Parent hereby unconditionally guarantees to Yahoo!, as and for its own debt, until final and indefeasible payment thereof has been made, the punctual and faithful performance, keeping, observance, and fulfillment by Publisher of all of the agreements, conditions, covenants, and obligations of Publisher contained in the Agreement. In the event that Publisher fails to perform, keep, observe, or fulfill any obligation in the manner provided in the Agreement (following any applicable cure periods), Parent immediately shall cure or remedy each of such obligations to be performed, kept, observed, or fulfilled.

Publisher consents and agrees that, without notice to or by Parent and without affecting or impairing the obligations of Publisher hereunder, Yahoo! may, by action or inaction: (a) compromise, settle, extend the duration or the time for the relevant cure period of, or discharge the performance of, or may refuse to or otherwise not enforce the Agreement; or (b) amend or modify in any manner and at any time (or from time to time) any portion of the Agreement with Publisher directly with Parent. No action or proceeding by Parent under any document or instrument evidencing the guaranteed obligations shall serve to diminish the liability of Parent under this section except to the extent that Yahoo! finally and unconditionally shall have realized payment by such action or proceeding.

Parent represents and warrants to Yahoo! that Publisher has the requisite authority to provide the representations and warranties as set forth in Section 15 above. Parent hereby covenants that Parent will continue to keep Yahoo! informed and will provide prior written notice of Publisher’s inability to perform under the Agreement and of all other circumstances which bear upon the risk of nonperformance of the guaranteed obligations.

23. 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). All notices

to Yahoo! Sarl must include a copy to 4th Floor, 125 Shaftesbury Avenue, London, WC2H 8AD, Fax: 44 (0) 207 131-1775, Attn: Legal. The parties will notify each other of updated addresses and/or fax numbers.

24. PR. No party will issue a press release or other written public statement regarding this Agreement without the other party’s written approval, except that either party may communicate the general nature of this Agreement to current and potential customers (and, in the case of Yahoo!, Advertisers) and Yahoo! may list Publisher as a Yahoo! publisher. No cure period shall apply to a breach of this Section.

25. Assignment. Yahoo! may assign all or part of this Agreement to a Yahoo! Related Party. [*]. Other than as above, neither party may assign any rights or duties under this Agreement without the other party’s written consent, not to be unreasonably withheld. Any assignment without such party’s consent will be void.

26. 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. This is the entire agreement between the parties on this subject and it supersedes any other agreements on this subject. Amendments 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. Each party will use commercially reasonable efforts to give the other party 20 days written notice of its intent to file this Agreement with the SEC or other regulatory agency and to consult with the other party for the purpose of incorporating reasonable proposed redactions.

27. Law and Venue. This Agreement will be governed by California law, without regard for its conflict of law principles. Each party hereby consents to personal jurisdiction and exclusive venue in the federal and state courts located in Santa Clara County, California.

28. Expiration/Termination. When this Agreement expires or is terminated: all rights and licenses will terminate immediately and Publisher will immediately cease using the Links, Results and Marks; Sections 6 (solely to the extent required to reconcile and pay any amounts owed to either party as of the termination or expiration date), 7, 8, 9, 10, 13-19, 22, 23, 26, 27, 28, 29, 30 and 31 of this Attachment B; and Sections 4 and 6 of the Trademark Attachment will survive; and Yahoo! will promptly pay Publisher any undisputed amounts owed under this Agreement, and Publisher will promptly refund to Yahoo! any unearned portion of any payments made.

29. Force Majeure. A party will not be liable for failing to perform because of strikes, riots, natural disasters, Internet outages, terrorism, acts of god or government action.

30. Independent Contractors. The parties are independent contractors, not agents, partners, employees or joint venturers.

Above the Fold or ATF: means persistently visible on the first computer screen shown when visiting a web page without refreshing, resizing, or closing such page or sending it to the background, and without a need by the user to scroll down, right or left to view the content, at a screen resolution of 1024 x 768.

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.

Compliance: [*]

Confidential Information: any information disclosed by either party to the other party during the Term (and any renewals terms), either directly or indirectly, in writing, orally or by inspection of tangible objects, which is designated as “Confidential,” “Proprietary” or some similar designation. All of the terms of this Agreement shall be deemed “Confidential.” Information communicated orally will be considered Confidential Information if such information is designated as being Confidential Information at the time of disclosure and confirmed in writing as being Confidential Information within 20 business days after the initial disclosure, or such that under all of the circumstances surrounding disclosure a reasonable person would consider such information the confidential and/or proprietary information of the disclosing party, whether disclosed orally or in writing. Confidential Information includes non-public information Publisher provides to Yahoo! hereunder for the purpose of obtaining Yahoo!’s approval of an Affiliate, Syndicated Site or Application, including without limitation the identity of any potential third party affiliate or non-public information regarding such third party, website or Application. Confidential Information will not, however, include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

Gross Revenue: see Section 5(a) of Attachment B.

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: any code or technology provided or licensed to Publisher by Yahoo! to enable the transmission of a Query from a Search Box, Address Bar, Hyperlink or [*] to Publisher and Ad Code, to the extent included in the SO.

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

Local Search Implementation: means an implementation, whether as a separate product or service, integrated into a product or service or as a User-selectable feature or option that is part of a product or service, whereby geographic (e.g., city or zip code specific) local search results, such as directory results or other results generated from a database or databases of local-specific content, are displayed to a User.

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.

Mockups: the mockups of Publisher’s Offerings that are attached to this Agreement or that are approved in writing by Yahoo! (email sufficing) pursuant to the terms and conditions of this Agreement.

News Search Results: the responses served from Yahoo Inc.’s News search databases ranked by an algorithm designed to determine relevance.

Paid Results: Paid Search Results, Hyperlink Results, [*] and/or Matched Ads. Paid Results do not include Web Search Results, Image Search Results, Video Search Results, or News Search Results.

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, Image Search Results, Video Search Results, or News Search Results.

Parent: InfoSpace, Inc.

Payment Period: see Section 6 of Attachment B.

Publisher Content: all content residing on Publisher’s Offerings, including third party content, but excluding the Links, Results, Marks and any other content or materials provided by Yahoo!.

Publisher Related Party: Publisher, Parent or their subsidiaries and affiliates where such entities either control, are controlled by or are under common control with Publisher or its Parent. In the event of an assignment of all or part of this Agreement to a Publisher Related Party, the term “Publisher” used in this Agreement shall be deemed to refer exclusively to the Publisher Related Party, to the extent of the assignment (as to both the Publisher Related Party’s responsibilities and rights); provided that no assignment will limit the scope of Parent’s guaranty in Section 22 of Attachment B above.

Publisher’s Offerings: all Sites, Syndicated Sites, and Applications identified in the SO and any Attachment or Exhibit, or otherwise approved by Yahoo! pursuant to the terms and conditions of this Agreement, including the top-level domains, successor sites and such webpages within those top-level domains for each offering as mutually agreed upon by the parties.

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

Results: Paid Search Results, Web Search Results, Hyperlink Results, Matched Ads, Image Search Results, News Search Results, Error Results and/or Video Search Results, 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, plus any renewal periods, unless terminated earlier as provided in this Agreement.

Territory: [*]. The aforementioned countries or regions may be updated by Yahoo! from time to time during the Term.

Third-Party Paid Results: paid search listings provided by any party other than Yahoo! or a Yahoo! Related Party that Publisher displays on Publisher’s Offerings.

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

User: an end user of a Publisher’s Offering.

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

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

Yahoo! Related Party: Yahoo! or Yahoo! subsidiaries and affiliates where such entities either control, are controlled by or are under common control with Yahoo!. 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, to the extent of the assignment (as to both the Yahoo! Related Party’s responsibilities and rights).

Each Certified Application will conform substantially to the Mock-ups for such Application.

SOFTWARE MOCKUPS

(a) “Affiliate” means a third party approved by Yahoo! under the terms and conditions of this Agreement: (i) to or for whom Publisher sublicenses, distributes or provides access to Links and Results, or desires to do any of the foregoing, (ii) on whose behalf Publisher hosts or display Links and/or Results, or (iii) with whom Publisher shares the Paid Results payments that Publisher receives from Yahoo! under this Agreement.

(b) “Syndicated Site” means an Affiliate website or Application that Yahoo! approves pursuant to Exhibit 1. Additional or successor sites owned or operated by Affiliates must each be individually approved for sublicensing pursuant to Exhibit 1 to the Syndication Attachment.

2. Links and Results. If set forth in the SO), Publisher may sublicense the following Links and Results to Syndicated Sites (except with respect to [*]:

[*]

(a) Publisher must obtain Yahoo!’s written approval of each Affiliate and each Syndicated Site pursuant to Exhibit 1. Publisher will not sublicense, display, host or otherwise provide Links or Results to or for any Affiliate or any Syndicated Site that has not been approved by Yahoo! in writing or for which Yahoo! has terminated its approval. Publisher may request approval of new Affiliates and Syndicated Sites by following the procedures set forth in Exhibit 1 to this Syndication Attachment, which procedures may be subject to change upon mutual agreement of the parties. Publisher and Yahoo! will work together to establish and comply with a syndication monitoring process, which process may be subject to change upon mutual agreement of the parties.

(b) Yahoo! may accept or reject any proposed Affiliate and any proposed Syndicated Site for any reason in its sole and absolute discretion [*].

(c) Affiliates and Syndicated Sites approved as of the Start Date are listed in Exhibit 2 to this Syndication Attachment.

4. Required Terms. Publisher’s written agreement with each Affiliate will include the Affiliate’s explicit agreement that [*].

(a) Unless Yahoo! consents in writing, Publisher will not permit Affiliates to [*]. If Yahoo! agrees to allow an Affiliate to [*], Publisher will require the Affiliate to meet all of Publisher’s obligations under this Agreement pertaining to [*] and such other guidelines as Yahoo! may require.

(b) Publisher will ensure that neither Links nor Results are provided to any third party other than an Affiliate that owns a Syndicated Site or Application, and are not sublicensed or distributed beyond the Syndicated Site or Application without Yahoo!’s prior written approval in each instance. [*].

(c) Publisher will [*] ensure that the Affiliate complies with the provisions of its agreement with the Affiliate and with this Agreement. For clarity, the parties agree that all of Yahoo!’s rights and Publisher’s obligations under this Agreement apply to Syndicated Sites. Notwithstanding anything to the contrary in this Agreement, Publisher may sublicense Links and Results with respect to Error Implementation to Paxfire, Inc. through Affiliates and Syndicated Sites, subject to Yahoo!’s written approval.

(d) Publisher will maintain the technical ability to immediately suspend its provision of Links and Results for individual Affiliates and individual Syndicated Sites.

(e) Publisher will provide Yahoo! with a list of Internet Protocol addresses of its own servers and Affiliates’ servers used to send Queries to Yahoo! (“Recognized Servers”) and promptly notify Yahoo! in writing of any changes or additions to such list. Yahoo! will have no obligation to make payment to Publisher with respect to Queries from servers that are not Recognized Servers.

(f) Publisher will notify Yahoo! of any Affiliate’s failure to comply with any of these requirements in accordance with the external monitoring provisions attached hereto.

(g) Upon Yahoo!’s request, Publisher will provide Yahoo! with a list of all Affiliates and Syndicated Sites. [*].

6. Exclusion of Revenue. Yahoo! reserves the right to exclude from Gross Revenue, and Yahoo!’s calculation of any amounts owed to Publisher, any Gross Revenue generated from [*].

7. No Restrictions. Subject to and except for each party’s confidentiality obligations under Section 13 of Attachment B, nothing in this Agreement will prevent either party or the Yahoo! Related Parties or Publisher Related Parties from marketing or providing any product or service directly to any third party, including any prospective or approved Affiliate.

8. Misc. In the event of a conflict between the terms of this Syndication Attachment and any other provision of the Agreement, the terms of this Syndication Attachment will govern as to sublicensing of Links and Results.