PAID LISTINGS LICENSE AGREEMENT

Exhibit 10.39

PAID LISTINGS

LICENSE AGREEMENT

This License Agreement (“ Agreement ”) is entered into as of April 15, 2006 (the “ Effective Date ”), by and between Searchfeed.com, a Delaware corporation (“ Partner”) and LookSmart, Ltd., a Delaware corporation (“ LookSmart ”).

RECITALS

The parties wish to provide for a license to Partner to display LookSmart’s Paid Listings on the Partner Network sent by LookSmart in response to search queries, ad requests based on site pages, and other ad calls or requests for listings made by Partner to LookSmart.

NOW, therefore, for good and adequate consideration, the receipt of which is acknowledged, the parties agree as follows:

1.1 A “ 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, as determined by LookSmart’s click filtering and tracking systems) clicks on a Listing and accesses the destination site.

1.2 “Listing” means a link to a website that includes the display URL, a title, text that describes the site to which the listing links or encourages the user to visit the site, and may include a tracking URL.

1.3 “Partner Network” means the web sites which are owned or operated by Partner or are contractually part of Partner’s syndication network.

1.4 “Paid Listings” means a LookSmart product that returns results containing only paid Listings. The amount that an advertiser pays to LookSmart influences (among other factors) the position in which the advertiser’s listing appears in our Paid Listings.

2.1 License . Subject to the terms, limitations and conditions herein, LookSmart hereby grants to Partner a non-exclusive license during the Term to publicly display, and allow third parties who operate sites on the Partner Network to publicly display, Paid Listings in electronic form on the Partner Network. Partner and third parties who operate sites on the Partner Network may not display any Paid Listings via any of the following distribution sources: e-mail, pop-ups, pop-unders or adware without LookSmart’s prior written, signed consent.

2.2 Limitations on License . The license granted above is conditioned upon Partner’s, and sites in the Partner Network’s, observance of the following restrictions: (i) except as expressly permitted herein, Partner will not display, use, reproduce, cache, store, distribute, make derivative works of, modify, sell, resell, rent, license, sublicense, transfer, assign or redistribute in any way Paid Listings; (ii) Partner will not modify, add to, edit or delete the URLs, titles or reviews contained within any Paid Listings without LookSmart’s prior written approval; (iii) Partner will not display, sublicense or syndicate Paid

Listings on or to any third party or web site outside of the Partner Network unless it first obtains LookSmart’s written consent; (iv) Partner will use the tracking URLs associated with each individual Listing provided by LookSmart, if any, for all Paid Listings included on its Partner Network (though Partner may use the display URLs for purposes of displaying the Listing); (v) Partner will not display any Paid Listings on any adult-oriented web sites without the prior written approval of LookSmart; (vi) Partner will not display any Paid Listings on any obscene or illegal web sites, or in any manner that violates any applicable laws or regulations or the rights of any third party; (vii) Partner will not display any Paid Listings, or allow any third parties to display any Paid Listings, via any form of adware, spyware, e-mail or method that violates applicable laws; and (viii) Partner will not display any Paid Listings, or allow any third parties to display any Paid Listings, to users whose IP address is outside of the United States or Canada, except as described in Exhibit C.

2.3 Display of Ads via Cookies or Downloadable Applications . The license granted above is conditioned on Partner’s, and sites in the Partner Network’s, observance of the following: a) if Partner displays or allows a third party to display Paid Listings via any “cookie” or application that is downloaded to a user’s computer or browser, Partner represents and warrants that, to the best of its knowledge, such cookie or application shall: (i) not gather any personally identifiable information (such as an individual’s name, telephone number, e-mail address and/or street address) or financial information of the end user; and (ii) not gather any information about the web pages accessed by the computer on which it is installed; b) if Partner displays or allows a third party to display Paid Listings via any application that is downloaded to a user’s computer or browser, Partner represents and warrants that, to the best of its knowledge, such application shall (iii) only be installed after clear and conspicuous notice to the end user; (iv) only be installed after the end user’s express and informed consent to installation; (v) allow for uninstallation that can be performed without undue effort or knowledge by the end user; (vi) allow for successful removal of such client-side application using the “Add/Remove Programs” functionality of Microsoft Windows (or similar on other platforms); (vii) not re-install itself without the end user’s express consent prior to each such re-installation; (viii) not install or allow the installation of any other programs not clearly and conspicuously disclosed to the end user, (ix) clearly display the Partner’s privacy policy (or a link or other access to it); and (x) comply with all applicable laws and regulations. Partner agrees to provide LookSmart with a copy of, and a license to use, any and all downloadable applications and all updates and upgrades thereto that Partner uses, or allows third parties to use, to display Paid Listings.

2.4 Display of Ads on Partner Network . The license granted above is conditioned on Partner’s, and sites in the Partner Network’s, observance of the following: if Partner allows any third party to display Paid Listings, Partner shall: (1) enter into a legally binding contract with such third party, (2) monitor the activities of such third party on a regular basis to ensure compliance with the requirements herein, and (3) immediately terminate such third party’s distribution of Paid Listings upon a determination that such third party is in material violation of any of the terms and conditions of such distribution agreement or upon request by LookSmart to do so.

2.5 Query Source Identification . For every ad call or other request for listings to LookSmart, Partner shall clearly identify to LookSmart the query source by providing the originating IP address of the user (not the server making the request) and the HTTP referrer that indicates where the listings are being displayed, when such information is available.

3.1 Cost Per Click . Subject to the terms and conditions hereof, for any given calendar month, LookSmart will pay Partner [***] from LookSmart invoices or charges for all qualified Clicks on listings advertisements, as recorded by LookSmart’s, or its customer’s as applicable,

click tracking systems. For each Click, the [***]. LookSmart will determine the CPC bid and include it in the Paid Listings feed sent in response to such request. LookSmart will have sole discretion to decide the CPC bid for each Listing, and such CPC bid may change frequently. Partner may use the CPC bid included in the Paid Listings feed from LookSmart solely for the purpose of ranking the Paid Listings and gauging payments from LookSmart, but the parties agree that all CPC bid amounts submitted by LookSmart are confidential information for internal use only, and shall not be posted on Partner’s web pages or disclosed to any third parties. LookSmart shall have no obligation to pay for clicks if Partner makes any material misrepresentations in Exhibit C or if Partner violates the license terms set forth in Section 2 above.

3.2 Reporting and Payment . LookSmart will make its “PUBLISHER CENTER” available to Partner for preliminary daily reporting of clicks, and Partner acknowledges and agrees that (i) such reporting may not represent the number of qualified Clicks for which LookSmart will pay Partner and (ii) it will control access to and maintain the confidentiality of its password for accessing the POP Portal. In the event the “PUBLISHER CENTER” is inoperable or unavailable, LookSmart agrees to provide Partner with daily reporting via e-mail, such reporting shall include data from the previous calendar day and shall contain the same statistics accessible via the “PUBLISHER CENTER”. Within 30 days after the end of each calendar month during the Term, LookSmart will deliver (a) a report describing invoices and billings to LookSmart customers for such calendar month pursuant to Section 3.1 and (b) payment pursuant to Section 3.1; provided, that Partner acknowledges and agrees that it may not receive payment for Clicks to the extent Partner has not provided the Query Source Identification, as described in Section 2.5 hereof, for such Clicks. For every request without such information, LookSmart’s ability to determine which clicks and ads are qualified or billable is impaired and thus LookSmart may not pay Partner for such clicks and ads. Partner shall also notify LookSmart of any changes, inaccuracies, or incompleteness of any statement Partner makes on Exhibit C , Part II. LookSmart reserves the right to deduct from payments made pursuant to Section 3.1. LookSmart also reserves the right to recoup any amounts paid to Partner within six months of the original payment for non-qualified Clicks.

3.3 Audit . LookSmart will maintain accurate records with respect to the calculation of all Clicks and/or payments due under this Agreement. Partner may, upon no less than fifteen (15) days prior written notice to LookSmart and no more than once in any twelve (12) month period, cause an independent auditor of nationally recognized standing to inspect the appropriate records of LookSmart reasonably related to the calculation of such Clicks and/or payments during LookSmart’s normal business hours. Such examination will be undertaken in a manner reasonably calculated not to interfere with LookSmart’s normal business operations. The fees charged by such auditor in connection with the inspection will be paid by Partner, unless the auditor discovers an underpayment of greater than five percent (5)%, in which case LookSmart, in addition to immediately reimbursing Partner for any underpaid amounts, will pay the reasonable fees of the auditor.

3.4 Non-qualified Clicks . LookSmart shall have no obligation to pay for clicks which are non-qualified clicks as determined by its click filtering and tracking systems. Non-qualified clicks may come as a result of but are not limited to clicks (i) generated via automated crawlers, robots or click generating scripts, (ii) that an advertiser receives and rejects, (iii) that come as a result of auto-spawning of browsers, automated redirects, and clicks that are required for users to navigate on the Partner Network, (iv) that are from users in countries other than those explicitly agreed to in Exhibit C by Partner and LookSmart, (v) that are on expired, cached or over-budget ads, or (vi) that come as a result of any incentive such as cash, credits or loyalty points. LookSmart reserves the right to require Partner to provide server log files that include, but are not limited to, the daily number of clicks delivered to LookSmart. In the event that LookSmart determines in its sole discretion that Partner or any third party site in the Partner

Network has delivered non-qualified clicks, low quality traffic, or traffic that violates any material term of this Agreement, LookSmart may, at its option, (1) require Partner to immediately cease allowing any applicable third party sites in the Partner Network to display, Paid Listings via any particular means, method, product, or third party distributor, and/or (2) not pay Partner for the offending clicks.

3.5 Account Manager . LookSmart will provide a designated account manager to Partner.

4.1 Implementation of Paid Listings . Within ten (10) days after the Effective Date Partner will begin querying LookSmart’s servers for Paid Listings and will implement and display Paid Listings provided by LookSmart as set forth on Exhibit A .

4.2 Attribution; Look and Feel . Partner may provide LookSmart attribution on pages displaying Paid Listings. The size and location aspects of such attribution shall be at the parties’ mutual agreement. Other than as set forth herein, Partner shall control the look and feel of its search service.

5.1 Service Levels/Technical Support . LookSmart will use commercially reasonable efforts to provide the Service Levels and Technical Support as specified in Exhibit B .

Neither party will make any public statement, press release or other announcement relating to the terms or existence of this Agreement without the prior written approval of the other party, such approval not to be unreasonably withheld, conditioned or delayed, provided that either party may make such disclosures as may be, in its reasonable opinion of counsel, advisable in order to comply with a subpoena or other legal process or with applicable laws, regulations or securities exchange rules.

7.1 Proprietary Rights of LookSmart . LookSmart will retain all right, title and interest in and to the Paid Listings, the related databases, all data generated by LookSmart’s click tracking system and other performance measurement applications, and all associated intellectual property and proprietary rights worldwide (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers and information, algorithms, taxonomies, trade secrets and other intellectual property rights therein).

7.2 Proprietary Rights of Partner . Other than the Paid Listings, Partner will retain all right, title, and interest in and to the Partner Network (including, but not limited to, ownership of all copyrights, trademarks, patents, derivative works, modifications, lists of advertisers, algorithms, taxonomies, trade secrets and other intellectual property rights therein).

8.1 Term . The term of this Agreement (the “ Term ”) will begin on the Effective Date and will end [***]. The Agreement will then automatically renew for successive twelve (12) month periods thereafter, unless either party gives written notice to the other party of its intention not to renew at least thirty (30) days prior to the end of the then-current term or renewal term.

8.2 Termination . Either party may terminate this Agreement (a) at any time within the first 90 days after the Effective Date, provided that written notice of termination is delivered to the other party within such 90-day period, or (b) if the other party (i) materially breaches its obligations hereunder and such breach remains uncured for thirty (30) days following delivery of written notice to the breaching party of the breach, or (ii) is subject to voluntary or involuntary bankruptcy proceedings, insolvency, liquidation or otherwise substantially discontinues its business operations.

8.3 Effect of Termination . Termination of this Agreement by either party will not act as a waiver of any breach of this Agreement and will not act as a release of either party hereto from any accrued liability (including payments as set forth in the following section) or liability for breach of such party’s obligations under this Agreement. Within thirty (30) days following the expiration or termination of this Agreement, each party will pay to the other party all sums, if any, due and owing as of the date of expiration or termination, net of any a