Advertising and Promotion Agreement

ADVERTISING AND PROMOTION AGREEMENT



EXHIBIT 10.18



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 U.S. 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.

-----------



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) [*] 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) [*]

------------------------------- (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) [*]



"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) 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 [*].



"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

-------



[*] = 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.





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. [*]

---------



2.3 [*] such that when a user clicks on the Functional Text Link placed

(a) in telephone listings, [*] and (b) in email listings, [*].



2.4 [*]. 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 [*] Yahoo's

standard insertion orders to be completed upon execution of this



4. Representations And Warranties.

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



[*] = 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.





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

[*] rules and regulations of any and all governmental entities or agencies

of any jurisdiction, (b) it is in compliance with [*] 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 [*] 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 [*] 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, [*].



[*] = 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.





5.4 [*] 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 [*] 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 [*]





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 [*] with respect

to any of the following services relating to individuals and

businesses [*]



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 [*] mapping

services, [*]



[*] = 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.







[*] 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 [*] (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



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, [*]



6.4 [*]



[*] = 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.





[*]



7. Page Views.

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7.1 During the Term, Yahoo will deliver [*] Page Views ("Total Page

Views") of 1-800 U.S. SEARCH Links as measured by Yahoo's online

reporting system consisting of the following:



[*] and

[*]



7.2 1-800 U.S. SEARCH may apply [*] towards 1-800 U.S. SEARCH Banner

Advertisements placed on those U.S. based Yahoo Properties mutually

agreed upon by both parties, subject to availability, and [*].



[*] = 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.





7.3 1-800 U.S. SEARCH will have the r ...