PRIORITIZED LISTING SYNDICATION AGREEMENT
THIS PRIORITIZED LISTINGS SYNDICATION AGREEMENT (the “ Agreement ”), made as of October 19, 2001 (the “
Effective Date ”), is made by and between LookSmart, Ltd., a Delaware corporation (“ LookSmart ”), and ELiberation, Inc., a
California corporation (“ELiberation”) (each, a “ Party ,” or collectively referred to as the “ Parties ”).
WHEREAS, ELiberation is the owner and provider of the cost-per-click search engine ePilot (the “ ePilot Service ”);
WHEREAS, LookSmart is the owner of an Internet search and directory service which includes the ability to search the
Internet for relevant content by typing a word or set of words into a search box (the “ LookSmart Service ”);
WHEREAS, the Parties desire to offer LookSmart Service as an integrated component of the ePilot Service;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Integration of LookSmart Service into EPilot Service .
1.1. Definitions .
“ LookSmart Search Results ” means a set of Prioritized Listings provided by LookSmart from it proprietary database in
response to an Internet user’s keyword search query on the EPilot Service. The LookSmart Search Results, when integrated into
the EPilot Service, will appear on the EPilot Service search results.
“ ELiberation Affiliate ” shall mean the web site operators who distribute the EPilot Service or refer Internet users to the
“ ELiberation Affiliate Site ” shall mean the default Internet home page or primary search functionality of ELiberation
“ ePilot Site ” shall mean the default Internet home page that is accessed by ELiberation subscribers or other Internet users
and is located at www.ePilot.com.
“ Destination Page ” means the LookSmart customer’s web page accessed by clicking on a Prioritized Listing.
“ Prioritized Listing ” means a text-based site ti