Online Marketing Contract - Sample Document

Exhibit 10.52

TERMS AND CONDITIONS (as of March 24, 2008) - ADS (COST PER CLICK)

These Terms and Conditions are entered into by you (“Advertiser”) and LookSmart, Ltd. (“LookSmart”) regarding the display and distribution of advertisement(s) by LookSmart (“Advertisements”) (these Terms and Conditions together with any executed insertion order (an “Insertion Order”) will be known as the “Agreement”). The display and distribution of Advertisements will also be subject to the policies and requirements set forth in the LookSmart Advertiser Center, currently located at https://adcenter.looksmart.com/help/faq#terms , as modified from time to time by LookSmart. By continuing to allow LookSmart to display and distribute Advertisements after such modified Terms and Conditions have been posted, you agree to these Terms and Conditions, as modified.

LookSmart will display the Advertisements, text links, graphical links, or other advertising content provided or approved by Advertiser (together with the related keywords, the “Advertising Content”). Advertiser agrees that its Advertisements will conform to LookSmart’s specifications and editorial guidelines located at https://adcenter.looksmart.com/help/faq#guidelines . Advertiser is solely responsible for creating the Advertising Content and Advertiser represents that it will choose keywords that do not violate any third party’s trademarks, other intellectual property rights or other rights and/or will obtain licenses to use any third party trademarks as keywords. Advertiser grants to LookSmart and members of the LookSmart Network (as defined below) (i) the right to display, perform, transmit and promote the Advertising Content and to make internal copies as necessary to perform the foregoing; and (ii) users of LookSmart’s distribution network members’ websites (collectively, the “LookSmart Network”) the right to access and use the Advertising Content and any content and/or services directly linked to the Advertising Content. LookSmart and LookSmart Network members may reject or remove any particular Advertisement or Advertising Content for any or no reason.

Advertiser understands that the Advertisements may appear on various site(s) within the LookSmart Network. The breadth of distribution of the Advertising Content may change during the term of this Agreement for any reason or no reason, including that LookSmart may change the members of the LookSmart Network from time to time without notice, and LookSmart may adopt or discontinue one or more modes of distribution or may change or discontinue sites, site pages or methods or modes of advertisement delivery. Because of the variety of types of distribution on the LookSmart Network and its frequent changes, we cannot guarantee that your Advertisement(s) will appear in any particular type of placement, or position, or that it will be displayed in any particular context or in response to any particular behavior. LookSmart will discount your bid(s) to the greatest extent possible while still achieving the highest possible position for your Advertisements (given your bid amount) on the LookSmart Network, if possible. LookSmart cannot ensure the correct bid pricing to achieve the highest possible position (given your bid amount). In all cases LookSmart will not exceed Advertiser’s maximum bid(s). With respect to keyword-targeted Advertisments, Advertising Content may appear for the specific keywords Advertiser selects, as well as for variations on those keywords, as determined by LookSmart’s matching technology.

For accounts with an Insertion Order, the term of this Agreement will be set forth in the Insertion Order. If there is no Insertion Order, the term will end when terminated by either party in accordance with the terms and conditions of this Agreement. Unless otherwise set forth in the relevant Insertion Order , either party may terminate the Agreement at any time for any reason or no reason upon giving written notice to the other party, with such termination to be effective as soon as LookSmart can remove all of Advertising Content from the LookSmart Network, but no later than five (5) business days after a party gives written notice. LookSmart may terminate this Agreement immediately with or without notice to Advertiser (i) if LookSmart is unable to successfully charge Advertiser’s credit card for any amount described in Section 5, for credit card accounts; or (ii) if any amount invoiced to Advertiser has not been paid when due, for invoice accounts.

a. Invoice Accounts

LookSmart will invoice Advertiser * * *. Payment in full will be due * * * after the date of the invoice. If LookSmart, in its sole discretion, determines that Advertiser’s credit condition warrants, LookSmart may require additional information and/or advance payment. If Advertiser wishes to increase or exceed the budget amount in an approved Insertion Order, Advertiser will submit an electronic mail message to LookSmart to document Advertiser’s agreement to such increase.

b. Credit Card Accounts

Advertiser must maintain a valid credit card in its online account. Advertiser authorizes LookSmart to charge its credit card for all charges to its account, including any recurring payments. Advertiser understands that this authorization is valid until the effective time of termination of this Agreement. Advertiser is responsible for maintaining up-to-date credit card information in its account. If Advertiser’s credit card expires, Advertiser will continue to be responsible for payment of charged amounts until Advertiser either changes its credit card information or terminates the Agreement. Advertiser agrees to retain, either by printing or otherwise saving, a copy of this Agreement, which provides the terms of this authorization. LookSmart will charge an amount to Advertiser’s credit card at the beginning of each monthly billing period to “refill” the account and any associated campaigns. During each monthly billing cycle, Advertiser’s account will be debited for each click on its

Material in the exhibit marked with a “* * *” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.

Advertisements as determined by LookSmart’s click tracking technology. If the total amount allocated to a campaign or the account is reached, LookSmart will suspend Advertisements associated with that campaign or the account until additional funds are added. If LookSmart is unable to refill Advertiser’s account because Advertiser’s credit card is no longer valid, or for any other reason, LookSmart may in its sole discretion (i) reduce Advertiser’s campaign budgets so that Advertiser’s remaining account budget is less than the remaining account balance; (ii) suspend Advertiser’s Advertisements from the LookSmart Network; or (iii) terminate this Agreement in accordance with Section 4. If clicks on Advertiser’s Advertisement(s) do not amount to a charge of at least $25 in any month, LookSmart will charge a minimum monthly fee of $25 to Advertiser’s account for that month for account maintenance.

c. All Accounts

All fees described in this Agreement exclude any and all sales, use, property, license, value added, excise or similar tax (and any related duties, tari