Advertising and Promotion Agreement

EXHIBIT 10.18



ADVERTISING AND PROMOTION AGREEMENT



This Advertising and Promotion Agreement (the "Agreement") is entered

--------- into as of June 7, 1999 (the "Effective Date") between Yahoo! Inc., a

-------------- Delaware Corporation ("Yahoo") and US SEARCH.com Inc., a Delaware corporation ("1-800 U.S. SEARCH").

-----------------

In consideration of the mutual promises contained in this Agreement, Yahoo and 1-800 U.S. SEARCH hereby agree as follows:



1. Definitions.

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The following terms are used in this Agreement with the respective meanings set forth below:



"1-800 U.S. SEARCH Banner Advertisements" means banner advertisements

--------------------------------------- meeting Yahoo's standard requirements and that: (a) promote the products and services of 1-800 U.S. SEARCH, (b) have dimensions no larger than 468 pixels wide by 60 pixels high, (c) do not have "looped" animation, (d) do not have any animation longer than six seconds, (e) have a file size of no greater than 12K, (f) may, at the election of 1-800 U.S. SEARCH, be an "html" banner provided such banners meet Yahoo's standard published specifications located at www.yahoo.com/docs/advertising/ops/banner_html.html, and (g) will permit users - ------------------------------ to navigate directly to a page on the 1-800 U.S. SEARCH dedicated to the online purchase of Public Record Information.



"1-800 U.S. SEARCH Link" means any link placed by Yahoo under this

---------------------- Agreement, including, without limitation, the 1-800 U.S. SEARCH Banner Advertisements, and 1-800 U.S. SEARCH Search Module, Graphic Link, and Functional Text Link.



"1-800 U.S. SEARCH Marks" means all domain names, trademarks and logos

----------------------- (collectively, the "Marks") of 1-800 U.S. SEARCH designated by 1-800 U.S. SEARCH for Yahoo's use in conjunction with Yahoo's performance under this Agreement.



"1-800 U.S. SEARCH Search Module" means a search module that: (a) appears

------------------------------- in a manner substantially similar to the examples set forth in Exhibits A and B,

---------------- (b) contains the 1-800 U.S. SEARCH name, logo or other 1-800 U.S. SEARCH Marks (or any Mark that is a successor company of 1-800 U.S. SEARCH) and (c) contains input fields where a user can designate an individual's name, date of birth, date and/or social security number.



"1-800 U.S. SEARCH Site" means the web site owned or operated by 1-800 U.S.

---------------------- SEARCH currently located at http://www.1800ussearch.com or any sub pages that is dedicated to providing users with online access and the ability to search for Public Record Information.



"Functional Text Link" means a text link that: (a) contains, at 1-800 U.S.

-------------------- SEARCH's option either (1) a 1-800 U.S. SEARCH Mark, without graphic, (or any Mark that is a successor





[*]=Certain information in this exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.

company of 1-800 U.S. SEARCH) or (2) a textual reference to the services of 1- 800 U.S. SEARCH relevant to the listing where the link appeared that is mutually agreed to by the parties, (b) is of no more than 21 characters (including spaces), (c) appears in a manner similar to the examples set forth on Exhibits F and G, and (c) permits users to navigate directly to a page on the 1-800 U.S. SEARCH Site dedicated to the online purchase of Public Record Information specific to the listing where the link appeared.



"Graphic Link" shall mean a link that: (a) contains a 1-800 U.S. SEARCH

------------ Mark (or any Mark that is a successor company of 1-800 U.S. SEARCH), (b) has dimensions no larger than 88 pixels wide by 31 pixels high (c) has a maximum file size of less than 2 KB, (d) is accompanied by a text link of no more than twenty-five (25) characters, (e) does not contain animation and (f) permits users to navigate directly to a page on the 1-800 U.S. SEARCH Site dedicated to providing users with online access to and the ability to search for Public Record Information.



"Page View" means a user's request for a page on a world wide web site.

---------



"Public Record Information" includes information about individuals and

------------------------- businesses that is obtained from the records of local, state and federal government agencies and entities and also includes publicly available information from non-government sources.



"Term" means the period beginning on the date this Agreement is fully

---- executed and continuing until January 31, 2001.



"Yahoo Main Site" means Yahoo's principal U.S. based directory to the World

--------------- Wide Web currently located at http://www.yahoo.com.

--------------------



"Yahoo People Search" means Yahoo's U.S. based service that is part of

------------------- Yahoo Main Site and is currently located at http://people.yahoo.com that allows

----------------------- users to search for and access individual telephone numbers and email addresses.



"Yahoo Properties" means any Yahoo branded or co-branded media properties,

---------------- including, without limitation, Internet guides, that are developed in whole or in part by Yahoo or its affiliates.



2. 1-800 U.S. SEARCH Search Module. Subject to Section 5.6 hereof:

-------------------------------



2.1 Yahoo will place a Graphic Link and a 1-800 U.S. SEARCH Search Module

on (a) the top page of Yahoo People Search in a manner substantially

similar to the example set forth in Exhibit A, (b) the page of Yahoo

---------

People Search that results when no listings are returned on a search

query submitted on Yahoo People Search for a telephone listing in a

manner substantially similar to the example set forth on Exhibit B,

---------

(c) the page of Yahoo People Search that results when no listings are

returned on a search query submitted on Yahoo People Search for an

email address in a manner substantially similar to the example set

forth on Exhibit

-------





C, and (d) the page of Yahoo People Search that results when a user

-

chooses to conduct an advanced email search in a manner substantially

similar to the example set forth on Exhibit D.

---------



2.2 Yahoo will place a Functional Text Link and a Graphic Link on (a) the

page of Yahoo People Search that results when telephone listings are

returned on a search query submitted on Yahoo People Search for a

telephone listing in a manner substantially similar to the example set

forth on Exhibit E and (b) the page of Yahoo People Search that

---------

results when email listings are returned on a search query submitted

on Yahoo People Search for an email address in a manner substantially

similar to the example set forth on Exhibit F. In addition, a

---------

Functional Text Link will be associated with each result as designated

in (a) and (b) above.



2.3 Yahoo will use all reasonable efforts in a timely fashion (no later

than [*] days from the time Yahoo receives the $2,034,615.28

payment due under Section 8.1) to write to an API provided by 1-800

U.S. SEARCH such that when a user clicks on the Functional Text Link

placed (a) in telephone listings, the first name, last name, city and

state of the individual listing will be populated into the page that

results on the 1-800 U.S. SEARCH Site, provided such information

exists from the Yahoo People Search database and (b) in email

listings, the first name, last name, and addresses of the individual

listing will be populated into the page that results on the 1-800 U.S.

SEARCH Site provided such information exists from the Yahoo People

Search database.



2.4 Each 1-800 U.S. SEARCH Search Module will allow users to search for

information regarding an individual by submitting a query into input

fields in a manner similar to the examples in Exhibits A-D. All search

------------

queries submitted via the 1-800 U.S. SEARCH Search Module shall direct

the user to a page on the U.S. SEARCH Site with the ability to search

for Public Record Information.



3. 1-800 U.S. SEARCH Banner Advertisements. Subject to Section 5.6 hereof:

---------------------------------------



3.1 Yahoo shall place 1-800 U.S. SEARCH Banner Advertisements on certain

directory and keyword search result pages of the Yahoo Main Site

described on Exhibit G.

---------



3.2 All 1-800 U.S. SEARCH Banner Advertisements shall be placed subject to

availability and pursuant to Yahoo's standard insertion orders to be

completed upon execution of this Agreement.



4. Representations and Warranties.

------------------------------





[*]=Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions.

1-800 U.S. SEARCH represents and warrants that (a) it is in compliance with

all applicable rules and regulations of any and all governmental entities

or agencies of any jurisdiction, (b) it is in compliance with all

applicable laws, rules and regulations of any jurisdiction, including,

without limitation, all federal, state, and local rules and regulations

relating to consumer protection, privacy, the promotion, distribution,

reproduction and sale of any and all material, content, products and

services offered, provided or distributed on the 1-800 U.S. SEARCH Site and

any other applicable laws of any jurisdiction in effect and that may come

into existence during the Term hereof that is material to its business and

the satisfaction of its obligations under this Agreement and (c) there are

no pending or threatened claims, suits, actions or charges against it

alleging any violation of any of rules and regulations referred to in

clauses (a) and (b) above.



5. Implementation.

---------------



5.1 Yahoo will be solely responsible for the user interface and placement

of the 1-800 U.S. SEARCH Links. 1-800 U.S. SEARCH shall promptly

provide Yahoo all URLs, URL formats (as applicable), content, and

other materials necessary for Yahoo to provide the 1-800 U.S. SEARCH

Links. All content and material contained in the 1-800 U.S. SEARCH

Links is subject to Yahoo's approval, such approval shall not be

unreasonably withheld and must comply with all applicable federal,

state and local laws, rules and regulations, including, without

limitation, consumer protection laws and rules and regulations

governing product claims, truth in labeling, and false advertising.



5.2 1-800 U.S. SEARCH hereby grants to Yahoo a non-exclusive, worldwide,

fully paid license to use, reproduce and display the 1-800 U.S. SEARCH

Marks (a) to indicate the location of the 1-800 U.S. SEARCH Links as

set forth herein and (b) in connection with the marketing and

promotion of 1-800 U.S. SEARCH in the Yahoo Properties. Yahoo's use of

the 1-800 U.S. SEARCH Marks is subject to the 1-800 U.S. SEARCH

trademark guidelines set forth in Exhibit K hereto. Yahoo shall not

---------

take any actions inconsistent with 1-800 U.S. SEARCH's ownership of

the 1-800 U.S. SEARCH Marks, and any benefit accruing from use of such

1-800 U.S. SEARCH Marks shall automatically vest in the owner.



5.3 In no event shall the first page on the 1-800 U.S. SEARCH Site to

which users directly click-through from any link placed by Yahoo in

connection with this Agreement, including, without the 1-800 U.S.

SEARCH Links, contain graphic or textual hyperlinks, promotion or

advertising banners relating to [*].



[*] = Certain information on this page has been omitted and filed separately

with the commission. Confidential treatment has been requested with

respect to the omitted portions.





5.4 1-800 U.S. SEARCH shall place a "back to Yahoo" graphic link only on

the first page of the 1-800 U.S. SEARCH Site to which users directly

click-through from any link placed by Yahoo on Yahoo People Search. In

addition, 1-800 U.S. SEARCH shall make reasonable efforts to place a

"back to Yahoo" graphic link on the first page of the 1-800 U.S.

SEARCH Site to which users directly click-through from all other links

placed by Yahoo under this Agreement. In each case, the Yahoo graphic

link shall (a) be placed on the 1-800 U.S. SEARCH Site in a manner

mutually acceptable to 1-800 U.S. SEARCH Site and Yahoo (b) contain

the Yahoo name and logo as provided by Yahoo and (c) directly link the

user back to the front page of Yahoo Main Site Yahoo located at

http://www.yahoo.com or directly to the page from where they

immediately came from. Yahoo hereby grants to 1-800 U.S. SEARCH a non-

exclusive, worldwide, fully paid license to use, reproduce and display

the Yahoo name and logo to indicate the location of the Yahoo graphic

link as set forth herein.



5.5 The 1-800 U.S. SEARCH Site shall provide users the ability to search

from a comprehensive database of Public Record Information. The 1-800

U.S. SEARCH Site shall comply with the scale, speed and performance

requirements consistent with other merchants participating in programs

of similar scope and nature on the Yahoo Main Site.



5.6 Yahoo will place the 1-800 U.S. Search Graphic Links, Search Modules,

Functional Text Links and Banner Advertisements as provided in Section

2.1, 2.2 and 3.1 within [*] business days of receiving the

$2,034,615.28 payment made in accordance with Section 8.1. Yahoo shall

have no obligation to perform under Section 2 or Section 3 prior to

such time.



6. Exclusivity; Right of First Presentation.

-----------------------------------------



6.1 During the Term, Yahoo will not place advertisements on behalf of or

integrate a third party in Yahoo People Search which competes with 1-

800 U.S. SEARCH with respect to any of the following services relating

to individuals and businesses (a) location information, (b) background

checking, (c) compiling of public records information reports, or (d)

verification of status (including, without limitation, any of

entities listed on Exhibit L attached hereto); provided, however, that

if a third party's primary business is not any of or a combination of

the foregoing services, the exclusivity provision set forth in this

Section 6.1 shall be limited to the services, divisions, segments or

subsidiary that provide the competing service.



6.2 1-800 U.S. SEARCH acknowledges that, notwithstanding the limited

exclusivity set forth in Section 6.1, (a) Yahoo shall not be precluded

from incorporating or otherwise advertising or promoting search

services, mapping services, directory



[*] = Certain information on this page has been omitted and filed separately

with the commission. Confidential treatment has been requested with

respect to the omitted portions.







services and other world wide web search services on any Yahoo

Property including Yahoo People Search (subject to the exclusivity set

forth in Section 6.1 above and the terms set forth in Section 6.4

below), (b) Yahoo may honor its current contracts with merchants that

may directly compete with 1-800 U.S. SEARCH, the terms of which

contracts would otherwise constitute a breach of the obligations of

Yahoo, however, Yahoo represents and warrants that neither of

KnowX.com or Information America have any agreements with Yahoo to

promote, advertise or otherwise integrate their services into Yahoo

People Search (c) Yahoo shall not be precluded from including links

(but not advertising and promotional links) to any entity in any

directory, merchant listing or other shopping service or feature on

any Yahoo Property, (d) except as expressly set forth in this

Agreement, Yahoo shall not be restricted from placing advertisements

and promotions for or on behalf of other entities that provide

services similar to that provided on the 1-800 U.S. SEARCH Site,

including without limitation, location services for individuals and

businesses, public records reports, verification and background check

services and conducting its normal course of business with such

entities on any Yahoo Property other than Yahoo People Search.



6.3 In the event that Yahoo intends to create, develop or otherwise make

available a new advertising opportunity that integrates a third party

public records search module for Public Records Information similar in

scope and nature to the 1-800 U.S. SEARCH Module described in this

Agreement on a site directed to a U.S. audience that is solely "Yahoo"

branded, maintained, controlled and hosted by Yahoo, Yahoo agrees that

1-800 U.S. SEARCH will have a right of first presentation to purchase

this program prior to Yahoo presenting to any other party for a period

of [*] days. Yahoo will deliver to 1-800 U.S. SEARCH a written

notice describing Yahoo's reasonable business requirements for the

opportunity. If 1-800 U.S. SEARCH declines to commence good faith

negotiations within the aforementioned [*] days period of

receiving such written notice by Yahoo, or if the parties fail to

reach agreement within [*] days following the commencement of

good faith negotiations (or such later date as is agreed by the

parties) Yahoo may offer the program to any other parties.



6.4 In the event that Yahoo elects to develop its own Public Records

Information search service that includes the same level of information

offered by 1-800 U.S. SEARCH on the 1-800 U.S. SEARCH Site, and Yahoo

intends to integrate such service into Yahoo People Search, Yahoo will

provide to 1-800 U.S. SEARCH written notice of such intent (a) [*]

days prior to integrating such service into Yahoo People Search if the

date of the notice is within the first six (6) months from the

Effective Date and (b) [*] days prior to integrating such service into

Yahoo People Search if the date of the notice is after the first six

(6) months from the Effective Date. 1-800 U.S. SEARCH shall



[*] = Certain information on this page has been omitted and filed separately

with the commission. Confidential treatment has been requested with

respect to the omitted portions.





have the right to terminate this Agreement upon [*] days

written notice to Yahoo; provided that (1) 1-800 U.S. SEARCH must

provide notice of termination no later than [*] days after

the date of Yahoo's notice to 1-800 U.S. SEARCH and (2) 1-800 U.S.

SEARCH is current with all payments that are due prior to the date of

termination. Upon any such termination, 1-800 U.S. SEARCH shall be

given a "pro rata credit" to be applied by 1-800 U.S. SEARCH towards

the cost of advertising on areas of any Yahoo U.S. Based Properties

that both parties mutually agreed upon where standard advertising and ...