Ask Jeeves Advertising Services And Search Services Syndication Agreement

Exhibit 10.15


[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


ASK JEEVES AVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENT

This ADVERTISING SERVICES AND SEARCH SERVICES SYNDICATION AGREEMENT (the " Agreement" ), effective as of May 24, 2004 (the " Effective Date" ), is made by and between Ask Jeeves, Inc. (" Ask Jeeves" ) and La Jolla Internet Properties, Inc (" Customer" ).


WHEREAS, Ask Jeeves is the owner and or licensee of certain Advertising Services (defined below) and Search Services (defined below); and


WHEREAS, Customer desires to implement such Advertising Services on the Sites(s) as defined below.

NOW THEREFORE, Ask Jeeves and Customer agree as follows:

1. Definitions


1.1 " Ask Jeeves Services" means the Advertising Services and the Search Services provided by Ask Jeeves as set forth in Exhibit A attached hereto, as such Exhibit may be updated in writing by the parties from time to time.


1.2 " Advertising Services" means the Ask Jeeves advertising programs as set forth and selected in Exhibit A attached hereto, as such Exhibit may be updated by the parties from time to time.

1.3 " Banner Advertising" means the Ask Jeeves program by which Ask Jeeves serves 468x 60 banner and/or the 120 x 600 tower advertising, as such program may be updated by Ask Jeeves from time to time.


1.4 " Branded Response" means the Ask Jeeves program by which Ask Jeeves serves 540x130 pixel ads which prominently feature content about an advertiser within a response to an End User query that: (a) includes title, description, advertiser URL, and linking mechanism; and (b) may include a graphic or picture. Such program may be updated by Ask Jeeves from time to time.


1.5 " Customer Software" means any Downloadable App (as defined in Section 2.10 below) owned or distributed by Customer that includes a search box or link from which End Users can enter search queries or other search functionality.


1.6 " End User" means the user of the Site(s).


1.7 " Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights.

1.8 " Other Advertising" means other Ask Jeeves programs included as Advertising Services hereunder.


1.9 " Premier Listing" means the Ask Jeeves program by which Ask Jeeves serves a compensated advertising listing that is generated in response to an End User query that is: (a) is text based; and (b) includes title, description, advertiser URL (defined below) and linking mechanism. Such program may be updated by Ask Jeeves from time to time.


1.10 " Query" means an Internet wide search query conducted by an End User.


1.11 " Reply Page" means a web page returned in response to a Query.


1.12 " Search Services" means the search services as set forth and selected in Exhibit A attached hereto, as such Exhibit may be updated by the parties from time to time.

1.13 " Site(s)" means the following top level URL, which is owned and operated by Customer (together with other URL or subdomain underneath such top level URL): [ * ], in addition to any other top level URL owned and operated by Customer (together with any other URL or subdomain underneath such top level URL) that Ask Jeeves approves in accordance with Section 2.7 below and all reply pages displayed in response to a Query from any Customer Downloadable App.

1.14 " Sponsored Links" means the Ask Jeeves program by which Ask Jeeves serves a compensated advertising listing that (a) is text based; and (b) includes title, description, advertiser URL (defined below) and linking mechanism and is sublicensed by Ask Jeeves to Customer pursuant to Ask Jeeves' agreement with its third party supplier(s). Such program may be updated by Ask Jeeves from time to time.


1.15 " Term" shall have the meaning set forth in Section 8.


1.16 " Teoma Search" means the Ask Jeeves search service whereby Ask Jeeves employs its proprietary Teoma technology to return web results based on an End User web search Query, as such service may be updated by Ask Jeeves from time to time.

1.17 " Trademark(s)" means the Ask Jeeves trade name, trademarks, logos or service marks listed on Exhibit C as updated by Ask Jeeves from time to time.


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1.18 " URL" means a uniform resource locator for documents or other resources on the Internet.

2. Advertising Service


Customer shall transmit each Query from the Site(s) to Ask Jeeves requesting Advertising Services, and Customer shall display any and all Advertising Services returned by Ask Jeeves in response to such Query. For each Query received by Ask Jeeves from Customer, Ask Jeeves or a third party ad serving company shall process such Query using its proprietary technology and transmit the Advertising Services to the Site in XML format via HTTP protocol or other means as the parties may agree upon from time to time.

2.1 [*]


2.2 Implementation . As soon as reasonably possible after the Effective Date, Customer shall implement software code on the Site(s) and in any Customer Software using the Advertising Services tags provided by Ask Jeeves or a third party ad serving company designated by Ask Jeeves to enable Customer to transmit Queries to Ask Jeeves or its third party ad serving company and to enable Ask Jeeves or a third party ad serving company to serve the Advertising Services to the Site(s). Customer agrees to maintain and update such Advertising Services tags as modified from time to time by Ask Jeeves.

2.3 Display . Customer will fully display the Advertising Services in the format, location, size font, color, order, and manner as determined by Ask Jeeves.


Customer shall abide by any and all other requirements set forth by Ask Jeeves.


2.4 Restrictions . Customer shall not: (1) alter or modify the content or format of the Advertising Services submitted to the Site, or the Advertising Services tags; (2) edit, rewrite, modify or filter any Queries individually or in the aggregate; (3) encourage or require End Users, either with or without their knowledge, to click on any advertisement or listing by offering incentives or any means that are manipulative, deceptive, malicious, or fraudulent; (4) display to End Users any pricing related to any Advertising Services; (5) reorder the Sponsored Links; (6) redirect any End User away from any results page or web page accessed by an End User after clicking on any part of the Advertising Service; (7) display graphical or text advertisements in any form (including but not limited to pop-up or pop-under windows, expanding buttons and animation) that block or otherwise inhibit the complete display of any component of the Advertising Services to End Users; (8) transmit Queries to Ask Jeeves through or from any Downloadable App that violates Section 2.9 hereof; (9) distribute, syndicate, sub-syndicate, modify, resell, rent, loan or lease the Advertising Services; (10) display the Advertising Services on any page that is co-branded with any other party; (11) frame any results page or the page of any advertiser accessed by an End User clicking on the Advertising Services; (12) generate Queries or clicks on any Reply Page, directly or indirectly, through any automated means, or engage in any form of click or query spam or fraudulent click or Query generation; (13) provide a version of an advertiser' s web page that is different from the page an End User would access by going directly to an advertiser' s page; (14) display result sets to any third party other than End Users; (15) crawl, index or in any non-transitory manner store or cache information obtained from the Ask Jeeves Services; or (16) use the Advertising Service in association with any material that is pornographic, obscene, illegal, defamatory, or violent or in any publication or on any web page or site which contains this type of material.

2.5 Advertising Services License . Subject to Customer' s compliance with the terms of this Agreement, Ask Jeeves grants to Customer a non-exclusive and nonsublicensable license during the Term to: (a) use the Advertising Services solely for the purpose of communicating information between the Site(s) and Ask Jeeves; and (b) display the results of the Advertising Services for the purpose of fulfilling its obligations under the Agreement.

2.6 No Guarantee . The advertising will be sold at Ask Jeeves' sole discretion, including without limitation, the Advertising Services rates, targeting and delivery of Advertising Services to the Site. Ask Jeeves makes no covenant, warranty, or guarantee to Customer regarding the quantity or the value of the revenue share to be paid to Customer from such Advertising Services.

2.7 Additional Sites . In the event that Customer desires to add advertising or compensated content to any other URL that Customer owns or operates, then it must give to Ask Jeeves fourteen (14) days prior written notice of such desire, and Ask Jeeves shall have the option to including such URL (and all sub-URL' s) to the list of URLs set forth in the definition of Site above by notifying Customer of such decision.


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Ask Jeeves reserves the right, at its option and in its sole discretion, to reject any proposed Sites. In addition, Ask Jeeves reserves the right to discontinue delivering any or all Advertising Services to any or all Site(s) (including, without limitation, any Downloadable App).


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2.8 Customer shall conspicuously label all advertising units in the Advertising Services displayed on the Site(s) as " Sponsored Links" or other similar designation as approved by Ask Jeeves.


2.9 Downloadable Applications . Thirty (30) days prior to Customer' s proposed use of any Downloadable App (defined below) in conjunction with Ask Jeeves Services, Customer shall provide Ask Jeeves with a mock-up of what such Downloadable App looks like and a written explanation of how it works, and how it will be distributed. Ask Jeeves must pre-approve in writing all Downloadable Apps prior to Customer' s use. [*]

2.10. Update to Restrictions. Ask Jeeves may update the restrictions and guidelines set forth in Sections 2 and 5 and 9 upon written notice to Customer at any time and may terminate the provision of Sponsored Links at any time for any or no reason.


2.11 Co-Branding . Upon Ask Jeeves' notification, at Ask Jeeves sole discretion, Customer shall co-brand the Site(s) with trademarks and logos provided by Ask Jeeves in the manner specified by Ask Jeeves. Any such use shall be pursuant to Section 7. For the avoidance of doubt, Customer may not use the Ask Jeeves name, trademarks or logos, or the name, trademark, or logo of its third party advertising supplier without the prior written consent of Ask Jeeves.


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3. Search Services

Customer shall transmit each Query from the Site(s) to Ask Jeeves requesting Search Services and Customer shall display any Search Services returned by Ask Jeeves in response to such Query. Ask Jeeves shall provide Search Services to Customer in XML format via HTTP protocol or other means as the parties may agree upon from time to time.


3.1. [*]

3.2 Implementation of Technical Specifications . As soon as reasonably possible after the Effective Date, Customer shall implement Ask Jeeves' software code to the Site(s) so as to enable Customer to transmit Queries from the Site(s) to Ask Jeeves and for Ask Jeeves to respond with Search Services to the Site(s). The Search Services shall only be available to Customer provided that Customer complies in full with the following: (a) Customer shall correctly implement the Ask Jeeves' technical specifications concerning correct use of XML protocol arguments and correct handling of optional or new result fields set forth by Ask Jeeves; (b) Customer' s DNS client implementation shall correctly observe the DNS TTL values returned by Ask Jeeves' DNS servers, i.e., if Customer' s DNS client does not cache values beyond the TTL time; and (c) Customer shall send Queries to the host name provided to Customer by Ask Jeeves and Customer' s client implementation shall repeat the DNS lookups at least every five (5) seconds in order to pick up any changes.

3.3 User Interface . Subject to the requirements set forth in this Agreement, Customer will determine the layout and user interface for the Site(s) and will have responsibility for the content and layout of the Site(s). Customer shall, at the point where Teoma Search results begin on the Reply Page, attribute the search results from the Search Services with the Ask Jeeves logo and text as provided by Ask Jeeves (that may be updated by Ask Jeeves from time to time) and such attribution shall be above the fold as shown in Exhibit D hereto.

3.4 Data Collection . Customer will enable Ask Jeeves to collect data from it continuously, including but not limited to the Queries entered, the URLs selected, and time stamps, on all searches using the Search Services (collectively, the " User Data" ). Customer acknowledges the importance of this data to the functioning of the Search Services and agrees that if Customer ceases to provide the User Data, Ask Jeeves may immediately suspend providing the Search Services.


3.5 Restrictions . Customer shall not: (1) alter or modify the content or format of the Search Services submitted to the Site; (2) edit, rewrite, modify or filter any Queries individually or in the aggregate; (3) encourage or require End Users, either with or without their knowledge, to click on any advertisement or listing by offering incentives or any means that are manipulative, deceptive, malicious, or fraudulent; (4) reorder the web results; (5) redirect any End User away from any results page or web page accessed by an End User after clicking on a search result; (6) transmit Queries to Ask Jeeves through or from any Downloadable App that violates Section 2.9 hereof; (7) distribute, syndicate, sub-syndicate, modify, resell, rent, loan or lease the Search Services; (8) display the Search Services on any page that is co-branded with any other party; (9) generate Queries ...