This License Agreement (“ Agreement ”) is entered into as of July 17, 2006 (the “ Effective Date ”), by and between
Kontera, a corporation (“ Partner”) and LookSmart, Ltd., a Delaware corporation (“ LookSmart ”).
The parties wish to provide for a license to Partner to display LookSmart’s Paid Listings on the Partner Network sent
by LookSmart in response to search queries, ad requests based on site pages, and other ad calls or requests for listings made
by Partner to LookSmart.
NOW, therefore, for good and adequate consideration, the receipt of which is acknowledged, the parties agree as
1.1 A “ Click ” occurs when a bona fide Internet user (which excludes a robot, spider, software, scraper or other
mechanical, artificial or fraudulent means, or a person who is not seeking to use the Partner Network for a legitimate web search,
e.g., has been paid or otherwise motivated to click, as determined by LookSmart’s click filtering and tracking systems) clicks on
a Listing and accesses the destination site.
1.2 “Listing” means a link to a website that includes the display URL, a title, text that describes the site to which the
listing links or encourages the user to visit the site, and may include a tracking URL.
1.3 “Partner Network” means the web sites which are owned or operated by Partner or are contractually part of
Partner’s syndication network, or that will contractually will become part of Partner’s syndication network.
1.4 “Paid Listings” means a LookSmart product that returns results containing only paid Listings. The amount that
an advertiser pays to LookSmart influences (among other factors) the position in which the advertiser’s listing appears in our
2.1 License . Subject to the terms, limitations and conditions herein, LookSmart hereby grants to Partner a non-
exclusive license during the Term to publicly display, and allow third parties who o