Overture Master Services Terms and Conditions for Agencies and Resellers

Exhibit 10.17

OVERTURE MASTER SERVICES TERMS AND CONDITIONS FOR AGENCIES AND RESELLERS

1. INTRODUCTION. Overture Services, Inc. (“ Overture ”) provides you and your advertising clients access to certain Overture products, services and/or programs (collectively, “ Programs ” and each, a “ Program ”) subject to your compliance with these Overture Master Services Terms and Conditions for Agencies and Resellers (the “ Master Terms and Conditions ”). Please read these Master Terms and Conditions carefully. By enrolling your advertising clients in a Program as Overture advertisers/customers (the “ Advertisers ”), you agree to be bound and abide by these Master Terms and Conditions, the terms and conditions of such Program (the “ Program Terms ”), and the terms and conditions of any applicable Insertion Order(s) that you complete or that is completed on your behalf, including, without limitation, any renewal Insertion Orders (each an “ Insertion Order ”), including, without limitation, all payment terms. The Master Terms and Conditions, the Program Terms, all Insertion Orders and all payment terms collectively constitute the “ Agreement ”. In the Agreement, the terms “ you ” and “ your ” refers to both you the advertising agency, reseller or other entity representing Advertisers (the “ Representative ”) together with all of your Advertisers. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to any Program, shall be bound and abide by the Agreement. You further agree that you are bound by the Agreement whether you are acting on your own behalf or on behalf of a third party, including, without limitation, another advertiser. These Master Terms and Conditions and applicable Program Terms shall apply to all Insertion Orders and/or account(s) between the parties. Regarding each Insertion Order and/or account, the term of the Agreement will commence on the Effective Date set forth in the initial Insertion Order, or these Master Terms and Conditions if there is no Insertion Order, and will continue in effect for the term/until the End Date if specified therein or in any renewal Insertion Orders, unless earlier terminated by either party in accordance with the terms of the Agreement (the “ Term ”). The Agreement shall only apply to TrafficLeader, and no other division or entity of Marchex, Inc. or any of its subsidiaries.

2. PAYMENT. You agree to pay Overture all charges to your account in accordance with these Master Terms and Conditions, any applicable Insertion Orders, Programs Terms, and/or Payment Plans (defined in Section 3 below) you select (as such Payment Plans may be updated by Overture from time to time), including, without limitation, any applicable taxes, in accordance with the then current billing terms (as may be updated from time to time). Your right to access your account with Overture is subject to any limits established by Overture. Overture in its sole discretion shall determine whether a Representative may be and/or remain an invoice Representative. Except as may be set forth in the Program Terms, any service fees (if applicable) and initial deposit, which will be credited to the Advertiser’s account, are non-refundable. For invoice Representatives, Overture will submit an invoice to you at the e-mail address for Representative designated on the Insertion Order and Representative shall pay such amounts within thirty (30) days from the date of the invoice except as otherwise specified by Overture in such Insertion Order. If you have chosen a Payment Plan providing for a fixed maximum payment per month, you understand and agree that if your charges equal or exceed your monthly maximum payment, then your listings will be removed from the applicable Overture Marketplace Results (defined in the applicable Program Terms) and/or Program for the remainder of that month and you will incur a debit balance for the value of any unpaid charges incurred under your account, including, without limitation, any amounts accrued prior to the time your listings are actually removed. Charges will be posted to your account and must be paid pursuant to the terms of the Payment Plan you select before any of your listings will be made available in the applicable Overture Marketplace, Overture Marketplace Results, and/or Program. Further, you agree that you will be charged all amounts owed under the terms of any Programs in which you enroll. You authorize Overture to charge your credit card, charge card, debit card or financial institution account (hereinafter your “ Payment Method ”) for all charges to your account. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution providing your Payment Method. If Overture does not receive payment from the provider of your Payment Method, you do not make timely payment hereunder, or you exceed your monthly prepayment, you agree to pay all amounts due on your account upon demand, and Overture further reserves the right to either suspend or terminate your account with Overture (which may include a particular Advertiser(s) account(s) or all of Representative’s accounts). Suspension or termination includes, without limitation, deletion of your listings from any or all Overture Marketplace(s) (defined in the applicable Program Terms). You agree to submit any claims or disputes regarding any charge to your account in writing to Overture within sixty (60) days of such charge otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge. If you fail to make payment as set forth herein, you will be responsible for all reasonable expenses (including, without limitation, attorneys’ fees) incurred by Overture in collecting such amounts. All prices are in United States dollars and do not include sales, use, franchise, value-added or import taxes, customs duties or other taxes that may be assessed by any jurisdiction. If

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withholding taxes or any other similar taxes are imposed by any jurisdiction on the transactions pursuant to the Agreement, you shall pay such taxes and in such amounts as are necessary to ensure that Overture receives the full amount invoiced to you without offset or deduction. You shall promptly furnish to Overture the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. Each party is responsible for all costs associated with the setup, maintenance and other performance obligations of such party under the Agreement. You agree to promptly update all information to keep your account and Payment Method current, complete and accurate (such as a change in billing address or e-mail), and to promptly notify Overture if your payment method is canceled, or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made at our DirecTraffic Center ^® located at https://secure.overture.com/s/dtc/center/. If you fail to provide Overture any of the foregoing information, you agree that Overture may continue charging your account for any use of the Overture Marketplace, Programs, and/or the Overture Web Sites (defined in Section 5 below) unless you have terminated the Agreement or Program Terms.

3. PAYMENT PLANS. (a) From time to time, Overture may offer you the opportunity to enroll in a payment plan (“ Payment Plan ”) to manage charges to your account. If you enroll in a Payment Plan, you agree to be bound by the terms of that Payment Plan. Non-Stop and Fixed Budget Payment Plans are offered on a periodic basis and are self-renewing unless or until your participation in such Payment Plan is terminated by you or Overture. Under such Payment Plans, if the amount to be charged to your Payment Method varies from the amount that you preauthorized, Overture will provide notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Your non-termination or continued use of an Overture Marketplace, Programs, and/or the Overture Web Sites reaffirms that Overture is authorized to charge your Payment Method automatically. Overture may submit those charges for payment and you will be responsible for such charges. Overture reserves the right to modify, suspend or terminate any Payment Plan and/or your participation therein at any time. If Overture modifies the terms of a Payment Plan, the modified terms of the Payment Plan will be reflected in an updated version of the Agreement posted on the Overture Marketplace or any one of the Overture Web Sites or by e-mail notification to you. If you do not consent to such modified terms, you may elect to discontinue your enrollment in the Payment Plan at any time by providing written notice to Overture before the effective date of such modified terms. Your continued enrollment constitutes your acceptance of the terms of the Payment Plan as modified. (b) NON-STOP TRAFFIC PAYMENT PLAN: Under the Non-Stop Traffic Payment Plan, you preauthorize Overture to charge periodically your Payment Method on a recurring basis for the amount specified. If you equal or exceed this amount, this Payment Plan ensures uninterrupted service for you by (i) automatically replenishing your account using your Payment Method, (ii) paying for all charges in excess of the amount you have preauthorized, and (iii) applying the remaining balance to future charges. Your Payment Method will be charged for the preauthorized amount whenever your account has fewer than approximately three (3) days worth of funds remaining, as determined by Overture in its sole discretion. The foregoing amount then will be credited to your account and, after any debit balance that you may have incurred for charges not paid is first deducted, the balance will be available to pay for future charges; thus, while the amount charged to your Payment Method will remain the same from month-to-month, the amount actually available in your account to pay for future charges will vary depending upon the charges you have incurred. Overture will send you a notification to the e-mail address associated with your account after each such preauthorized transaction to notify you that your account has been replenished and your Payment Method debited. Such charges will appear on the periodic statement sent to you by the provider of your Payment Method. Unless you discontinue your enrollment in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement with Overture or the discontinuation of, or your participation in, this Payment Plan as determined by Overture. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, providing the terms of your preauthorization. (c) FIXED BUDGET PAYMENT PLAN: Under the Fixed Budget Payment Plan, you determine a monthly maximum budget for charges to your account. When you enroll in the Fixed Budget Payment Plan, you preauthorize Overture to charge periodically your Payment Method each month up to the maximum amount that you specify. If you equal or exceed your available balance in any month, you will incur a debit balance; this debit balance will be deducted from the amount next charged to your Payment Method and the remaining balance will be credited to your account to pay for future charges. Overture will send you a notification to the e-mail address associated with your account after each such preauthorized transaction to notify you that your account has been replenished and your Payment Method debited. Such charges will appear on the periodic statement sent to you by the provider of your Payment Method. You understand that your Overture account may be taken offline for the remainder of any month in which your account equals or exceeds your budget amount. Unless you or Overture discontinue your enrollment or participation in this Payment Plan, you understand that this preauthorization is valid until the termination of the Agreement or the

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Program Terms with Overture. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of the Agreement, which provides the terms of your preauthorization.

4. PAYMENT LIABILITY. Unless otherwise set forth in the Program Terms and/or an Insertion Order, Representative, together with each of your Advertisers, shall be jointly and severally liable for all obligations, covenants, representations, warranties, indemnities and agreements contained in the Agreement. Overture shall be entitled to proceed directly against Representative or directly against the Advertisers, or may proceed against one or more parties jointly. You hereby waive any law that may require Overture to proceed against one or more of you prior to proceeding against any others who may also be liable. Representative agrees to make every reasonable effort to collect payment from Advertiser on a timely basis. Upon Overture’s request, Representative will confirm whether Advertiser has paid to it in advance funds sufficient to make payments pursuant to the Agreement. Representative’s credit is established on an Advertiser-by-Advertiser basis. Representative has authorized Overture to run credit checks, each with respect to itself and its Advertisers. If Advertiser’s or Representative’s credit is or becomes impaired, Overture may require payment in advance. In the event one or more Representative accounts should become delinquent, Overture may, at its discretion, remove some or all accounts represented by Representative from the applicable Overture Marketplace Results and/or Program until the delinquent balance is cleared.

5. ACCESS. For purposes of the Agreement, all Web pages that are owned, operated or hosted by or on behalf of Overture, including, without limitation, Overture’s branded Web Site at http://www.overture.com, are referred to herein as the “ Overture Web Sites .” During the Term, Representative is authorized to access the Overture Web Sites solely to manage your Overture advertising account(s) or as otherwise authorized by Overture in writing. You agree that you will not use the Overture Web Sites or any content therein or data obtained therefrom for any other purpose and that you will not disseminate any of this information. Representative’s right to access its Advertisers’ account with Overture (including, without limitation, any login or other access information) is personal to it, non-transferable and non-assignable, and is subject to any limits established by Overture. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access or manage your Advertisers’ account with Overture or to monitor or copy the Overture Web Sites or the content contained therein except those automated means expressly made available by Overture, if any, or authorized in advance and in wr