PRIORITIZED LISTINGS SYNDICATION AGREEMENT
THIS PRIORITIZED LISTINGS SYNDICATION AGREEMENT (the “ Agreement ”), made as of August 21, 2001 (the “
Effective Date ”), is made by and between LookSmart, Ltd., a Delaware corporation (“ LookSmart ”), and Search123 Inc., a
California corporation (“Search123”) (each, a “ Party ”, or collectively referred to as the “ Parties ”).
WHEREAS, Search123 is the owner and provider of a cost-per-click search engine (the “ Search123 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 Search123 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 Search123 Service .
1.1. Definitions .
“ LookSmart Search Results ” means a set of Prioritized Listings provided by LookSmart from its proprietary database in
response to an Internet user’s keyword search query on the Search123 Service. The LookSmart Search Results, when integrated
into the Search123 Service, will appear on the Search123 service search results, including the Search123 Site and Search123
Affiliate Sites, substantially as shown in Exhibit A attached hereto (which depicts the results on the Search123 Site and
representative Search123 Affiliate sites).
“ Search123 Affiliate ” shall mean the web site operators who distribute the Search123 Service or refer Internet users to the
“ Search123 Affiliate Site ” shall mean the default Internet home page or primary search functionality of Search123
“ Search123 Site ” shall mean the default Internet home page that is accessed by Search123 subscribers or other Intern