This License Agreement (“Agreement”) is entered into as of April 1, 2004 (the “Effective Data”), by and between
Oversee.net, a California corporation (“Partner”) and LookSmart, Ltd., a Delaware corporation (“LookSmart”).
The parties wish to provide for a license to Partner to distribute LookSmart’s Search Results on the Partner Network.
NOW, therefore, for good and adequate consideration, the receipt of which is acknowledged, the parties agree as follows:
1.1 “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) clicks on a Listing and accesses the destination site.
1.2 “Gross Revenue” means total invoices generated from Search Results on Partner Network during the applicable period,
plus or minus any net credits or returns from previous periods.
1.2 “Listing” means a profile of a website that includes the display URL, a title, text that describes the site to which the
listing links, and & tracking URL (If applicable). Listings are displayed in Search Results.
(a) “Paid Listing” means a listing for which a third party has paid to include in Search Results.
(b) “Unpaid Listing” means a listing that is included in Search Results at no direct cost to any third-party.
1.3 “LookSmart Directory” means a collection of Listings that are stored in a LookSmart proprietary database after human
identification and input.
1.4 “LookSmart Web Index” means a collection of Listings that are stored in a LookSmart proprietary database after
machine based identification and input.
1.5 “Partner Network” means the following web sites which are owned or operated by Partner or are contractually part of
Partner’s syndication network: DomainSponsor.com (parked domain) publisher network and Information.com.
1.6 “Reviewed Web Sit