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Legal

Distribution Program Terms and Conditions

These terms and conditions (the "Terms and Conditions") shall constitute a legally binding and enforceable agreement between you ("Distribution Partner") and, as specified by the corresponding Distribution Program Term Sheet or Insertion Order, one or more of the following wholly-owned subsidiaries of Marchex, Inc., a Delaware corporation: Marchex Adhere PPC, Inc., a Utah corporation; goClick.com, Inc., a Delaware corporation; MDNH, Inc., a Delaware corporation; and VoiceStar, Inc., a Pennsylvania corporation (each, a "Company"). By participating in one of the distribution programs of a Company (including, but not limited to, Paid Listings, Guaranteed Inclusion, CoBrand Search and Contextual Integration) (the "Distribution Program"), Distribution Partner agrees to be bound by the terms set forth in these Terms and Conditions and the terms set forth on the corresponding Distribution Program Term Sheet or IO between Distribution Partner and such Company (the "Term Sheet").

These Terms and Conditions shall be deemed incorporated by reference into the Term Sheet; provided, that if any provision of the Term Sheet conflicts with any provision of these Terms and Conditions, the provision of the Term Sheet shall prevail. These Terms and Conditions and the Term Sheet shall be referred to collectively herein as the "Agreement."

A. DEFINITIONS.

For purposes of the Agreement, the following terms will have the indicated meanings:

"Advertiser" means any third party or agent thereof who has entered into a contractual relationship with the Company that obligates the third party to pay Company for Qualifying Click- throughs to that third party's Web site.

"Distribution Partner Marks" means trademarks, service marks or graphical brand features of Distribution Partner in which Distribution Partner has prior rights.

"Distribution Partner Media" means the Web site(s), newsletter(s) and/or other forms of media identified by Distribution Partner and approved in advance in writing by Company (or otherwise expressly set forth on the Term Sheet) for the specific purpose of distributing Licensed Materials in accordance with this Agreement; unless specifically set forth in writing by Company, Distribution Partner shall not include any pop-up or pop-under displays.

"Contextual Integration" means an advertisement created dynamically or statically by Company, which can take the form of pop-ups, pop-unders, sidebars, banners or button/text links and which is served through Distribution Partner Media.

"CT" or "click-through(s)" means the action of a User clicking on a hypertext link or image link.

"Licensed Marks" means trademarks, service marks or graphical brand features of Company in which Company has prior rights.

"Licensed Materials" means Company API, Company Element(s) and the Licensed Marks provided by Company to Distribution Partner in accordance with this Agreement.

"Company API" means the proprietary HTTP/XML data feed programming interfaces of Company that facilitate the feed containing the Company Element(s) in accordance with this Agreement.

"Company Element" means, as applicable to Distribution Partner's Distribution Program: Company Results, Contextual Integration, Search Windows and/or Search Results Page.

"Company Result" means the search results, including Paid Listings, provided by Company in response to a Query.

"Net Revenue" means the amounts recognized by Company for Qualifying CTs, less (i) amounts attributable to Collection Risk and Distribution Costs, and (ii) any refunds paid to the Advertisers by Company; plus or minus any Traffic Quality Adjustment, as applicable. "Collection Risk" shall mean those costs associated with collection of revenue, including credit card charges, charge backs, bad debts, invoice and traffic adjustments and Advertiser incentives; "Distribution Costs" shall mean those costs associated with the distribution of the Paid Listings such as Web search fees, network fees, agency and referral fees and reporting and tracking costs; and "Traffic Quality Adjustment" shall mean any additions or deductions, as applicable, associated with the quality of User traffic delivered by Distribution Partner and Distribution Partner Media, as the same is determined in the sole discretion of Company. In determining the amount or application of any Traffic Quality Adjustment Company may consider, among other factors, the geographic origin, source and method of acquisition of such User traffic, the rate(s) of conversion associated with such User traffic, the click- through rate of such User traffic, the overall impact of such User traffic on network quality, and such other factors as Company may deem relevant from time to time. Company reserves the right to change such factors and make such assessments on an individual partner as well as network basis. As provided in Section B.2., Company shall be solely responsible for assessing and determining the quality of User traffic and click-throughs delivered by Distribution Partner and Distribution Partner Media.

"Non-Qualifying CT" means click-throughs that result from any or all actions that are: (a) initiated or executed employing any non-human processes including robots, spiders, scripts (or other software), mechanical automation of clicking applied to the User's mouse or keyboard or other non-human clicking agents; (b) low quality (or without quality) in nature or origin according to the sole and reasonable discretion of Company and/or the Advertiser; (c) not converting or converting at a low or unacceptable rate as determined by Company; or (c) the result of probable sources of disqualifying activity, including, but not limited to, a User repeatedly clicking on a particular Company Element within a finite period of time or a click-through from a blocked Internet Protocol address. Company shall have the right, in its(their) sole and reasonable discretion, to deem any click-through a Non-Qualifying CT.

"Paid Listings" means those search results constituting paid advertisements from Advertisers that are provided by Company in response to a Query.
"Qualifiying CT" means click-throughs that direct the User's Internet browser to a server of Company and ultimately to the Web site of an Advertiser, excluding all Non-Qualifying CTs.

"Query" means any search query initiated by a User on Distribution Partner's Web site(s).

"Results Page" means (i) with respect to the Paid Listings Distribution Program, those Web pages within Distribution Partner's Web site(s) that are displayed in response to a Query or (ii) with respect to the CoBrand Search Distribution Program, those Web pages hosted by Company servers and displayed in response to a Query.

"Search Window" means the Company graphical element in which Users enter Queries in order to retrieve Company Results.

"User" means a human user of Distribution Partner Media.

B. DATA FEED INTEGRATION; CLICK QUALITY AND TRAFFIC QUALITY REQUIREMENTS; IMPLEMENTATION AND DISPLAY; ADDITIONAL REMEDIES.

Data Feed Integration; Query Volume. Company agrees to provide Distribution Partner the Company API so that Distribution Partner may display the Company Element on any Distribution Partner Web site(s) and/or products. Distribution Partner will integrate the Company API within seven (7) days of receipt of same from Company. Company reserve(s) the right to limit the number of Queries under this Agreement for any period during the Term hereof.

Click Quality and Traffic Quality. The parties recognize that it is essential that ability of Company to generate revenue hereunder is directly dependent on the quality of the click-throughs and User traffic delivered by Distribution Partner and Distribution Partner Media. In order to ensure high quality traffic, Distribution Partner agrees to neither: (a) directly or indirectly provide incentives for clicks on links in any fashion, including but not limited to, paying visitors to click on links, offering entries into sweepstakes or donating money from clicks to organizations or charities; (b) directly or indirectly use any automated methods to create Non-Qualifying CTs; nor (c) directly or indirectly provide Non-Qualifying Clicks. Company shall be solely responsible for determining whether a click-through is a Qualifying CT or a Non-Qualifying CT. With respect to those Qualifying CTs, Company shall be solely responsible for determining the quality of such click-through. Company shall also be solely responsible for determining the quality of User traffic delivered by Distribution Partner and Distribution Partner Media. If Company should determine that Distribution Partner is violating either (a), (b) or (c) above, Company may immediately terminate this Agreement and, in addition to all other remedies, withhold payment of any Revenue Share Payment generated for that pay period. Distribution Partner will also be responsible for refunding any funds paid for previous periods during which such activities may have taken place. Distribution Partner will inform Company immediately if it becomes aware or has legitimate concern of any fraudulent or questionable activity. Such activity includes but is not limited to activities such as automated traffic generation (for, example traffic generated using scripts, bots or other programs) or misleading links that result in Click-throughs without knowledge of the user. Company may, at its sole discretion, limit or block Click-throughs from sources of traffic or sites that it considers questionable, for any reason. Determination of Company regarding such sources of traffic shall be deemed final. Distribution Partner understands that Company may use all information about a particular source of traffic to determine click quality and legitimacy. Therefore, Distribution Partner agrees to allow all clicks generated from a specific sub-affiliate to reach Company�s servers, except for clicks from sources previously blocked by Company. For example, if Distribution Partner determines that a certain click came through a "proxy" server, Distribution Partner must allow this click to reach Company servers.

Distribution Partner Media Implementation. Distribution Partner shall not display the Licensed Materials on any Distribution Partner Media that:

violates any applicable laws or regulations;

infringes the property or other rights of a third party;

contains adult-oriented or age-restricted products or services without applicable or required age- verification services;

contains obscene, hate-related, or other content deemed objectionable in the sole discretion of Company;

is within software installed on Users' computers ("spyware," "adware," or any similar software), it being agreed that Distribution Partner shall display the Licensed Materials on Web pages only, and not display the Licensed Materials through any such software, nor cause the Licensed Materials to appear through such software, directly or indirectly;

is directed primarily to users outside of the United States and Canada (unless otherwise expressly set forth on the Term Sheet); or

(i) Has not been previously approved in writing, or which (ii) has been at any time prohibited from inclusion under this Agreement for any reason by Company.

Display of Licensed Materials. With respect to the Paid Listings, unless otherwise expressly set forth on the Term Sheet, Distribution Partner shall:
- -display the Paid Listings in the order received from Company;
- -not modify, change or edit the Paid Listings, and display the Paid Listings in the form provided by Company;
- -not use the Paid Listings on any form of untargeted display; and
- -not display any price-related data with the Paid Listings.

Additional Remedies. If Company determine(s) that Distribution Partner or any of its partners or affiliates has breached or violated any of the foregoing agreements or requirements, Company may immediately terminate this Agreement and, in addition to all other remedies, withhold payment of any corresponding Revenue Share Payment (as defined below). Distribution Partner shall be responsible for refunding any funds paid for previous periods during which, in the sole discretion and determination of Company a violation of this Section B has occurred. Distribution Partner is wholly responsible for the activities of its affiliate(s) in their compliance with the terms of this Agreement. Distribution Partner shall be liable to the fullest extent allowable under law and this Agreement for any breach of the agreements or violations of the requirements hereunder (whether resulting from the actions of Distribution Partner or any of its partners or affiliates or otherwise). This provision shall not be deemed to limit in any way the remedies available to Company under contract or at law.

C. PAYMENT.

Revenue Share Payments. Subject to the Minimum Payment (as defined below), Company will make monthly revenue share payments (the "Revenue Share Payments") to Distribution Partner as a percentage of Net Revenue. The percentage of Net Revenue applicable to the Revenue Share Payments hereunder shall be set forth on the relevant Term Sheet signed and delivered by the parties or accepted online by Distribution Partner, as the case may be. Such percentage shall be determined by the average number of daily Qualifying CTs for the applicable calendar month according to the schedule set forth in the Term Sheet. Revenue Share Payments are due and payable to Distribution Partner forty-five (45) days after the end of the applicable month.

Minimum Payment. Company shall only be required to make Revenue Share Payments if the compensation accrued by Distribution Partner in a given month exceeds one hundred dollars U.S. ($100). If the compensation accrued by Distribution Partner in a given month is less than one hundred dollars U.S. ($100), then no Revenue Share Payment shall be made for that period and Distribution Partner shall relinquish the Revenue Share Payment for such month.

Tracking and Reporting. The parties agree that Company will be solely responsible for: (a) tracking and calculating Qualifying CTs delivered and all other traffic measurements or data; (b) determining the quality of each Qualifying CT; and (c) reporting and calculating Net Revenue and Revenue Share Payments. No other traffic measurements or calculations will be deemed relevant nor affect either party's performance under this Agreement. Distribution Partner shall have no longer than five (5) days from the last day of the month prior to dispute any material discrepancy pertaining to the data underlying the Revenue Share Payments. Failure to report such discrepancy within such five (5) day period shall be considered by both parties as a forfeiture of Distribution Partner's right to dispute. In the event that the parties' traffic measurements differ by an amount in excess of ten percent (10%) of the total amount for any calendar month period, as reported by Distribution Partner within the foregoing dispute period, the parties shall work together in good faith to resolve any such discrepancies. Notwithstanding the foregoing, the traffic measurements and data of Company shall be determinative of the payment obligations hereunder.

D. LICENSES AND OWNERSHIP.

License by Company. Subject to the terms and conditions of this Agreement, Company grant(s) to Distribution Partner a revocable, limited, non-exclusive, non-assignable, non-transferable, non- sublicensable license during the Term (the "License") to use: (a) the Company API solely for the purpose of facilitating the duties of the parties in accordance with this Agreement and to reproduce, reformat and publicly display the other Licensed Materials provided by Company on Distribution Partner Media in accordance with this Agreement; and (b) the Company Element and Licensed Materials for the purpose of displaying the Company Element on Distribution Partner Media. Distribution Partner shall not cache or store any Company Element or any other Licensed Material. This License shall be subject to the further limitations set forth in this Agreement, without limitation, those set forth in Section B, and those limitations that Company may implement from time to time with respect to its Distribution Program and published on its Web site. Distribution Partner has an affirmative obligation hereunder to monitor the Distribution Program terms and guidelines at the URL which Company may from time to time designate.

Information and Data Collected by Company. All information and data provided to Company by users of Distribution Partner Media or otherwise collected by Company from Users of Distribution Partner Media will be retained and owned exclusively by Company.

Ownership; Reservation of Rights. This Agreement is not intended to, and shall not affect, ownership by a party of any of its intellectual property rights, content, products and services, and nothing set forth in this Agreement shall be construed as the assignment or transfer of any ownership rights in any of the foregoing from one party to the other. Other than the express license set forth in this Section D, nothing in this Agreement, and nothing in any statement made in connection with this Agreement, will be deemed a license (by implication, estoppel or otherwise) under a party's patent rights or other intellectual property rights. Nothing in this Agreement, and nothing in any statement made in connection with this Agreement, will be deemed an admission by a party that any existing, planned or contemplated products, services or technology of the other party infringes or does not infringe its (or a third party's) patent or other intellectual property rights or that the other party's (or a third party's) patent or other intellectual property is valid. Likewise, no party's performance according to the terms and conditions of this Agreement will in any way broaden the intellectual property rights of another party. The parties reserve all rights not expressly granted. Distribution Partner agrees to comply with the express terms of the License and acknowledges that any use in breach of the License or otherwise outside the express scope of the License shall be deemed a material breach under this Agreement. Distribution Partner further agrees not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Distribution Program. Distribution Partner agrees not to hold itself out as in any way sponsored by, affiliated with, or endorsed by Company or any of its affiliates, licensors, or service providers. In addition, Distribution Partner agrees not to adapt, translate, modify, decompile, disassemble, or reverse engineer the Distribution Program or any software or program in connection with the Distribution Program.

E. CONFIDENTIALITY; NON-SOLICITATION; PRIVACY.

Definition. "Confidential Information" means any information disclosed by a party to another party during the Term (and any renewal terms), either directly or indirectly, in writing, orally or by inspection of tangible objects. All of the terms of this Agreement and all data generated pursuant to this Agreement will be deemed "Confidential". Confidential Information will not, however, include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

Protection of Confidential Information. With respect to Confidential Information other than rights expressly granted under Section D, the receiving party agrees: (a) not to disclose any Confidential Information to any third parties; (b) not to use any Confidential Information for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (c) to keep the Confidential Information confidential using the same degree of care the receiving party uses to protect its own confidential information, as long as it uses at least reasonable care. If a party is requested or required by a government agency or judicial process to disclose the Confidential Information of another party, then the receiving party will notify the disclosing party of such request and will reasonably cooperate to seek confidential treatment or to obtain an appropriate protective order to preserve the confidentiality of the Confidential Information.

Non-Solicitation. During the Term and for a one-year period following expiration or termination of this Agreement, Distribution Partner agrees not to solicit any Advertiser of whom it has learned through its association with Company.

Privacy. Distribution Partner has reviewed the applicable Company privacy policy (as such policy may be revised from time to time in the sole discretion of Company) and agrees to comply with its terms with respect to any users of the Paid Listings on the Distribution Partner Media. Distribution Partner has an affirmative obligation under this Agreement to monitor the terms of the privacy policy published at the URL which Company may from time to time designate. The relevant privacy policy is currently located at: www.marchex.com/legal/privacy-statement.html.

F. REPRESENTATIONS AND WARRANTIES.

Company Warranties. Company represents and warrants that it has the full power and authority to enter into this Agreement. Company further represents and warrants that, as of the Effective Date and at all times throughout the Term, it has all consents, approvals, licenses and permissions, necessary for Company to perform all of its obligations hereunder and for Distribution Partner to exercise all of its rights hereunder.

Distribution Partner Warranties. Distribution Partner represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) as of the Effective Date and at all times throughout the Term, it has all consents, approvals, licenses and permissions, necessary for Distribution Partner to perform all of its obligations hereunder and for Company to exercise all of its rights hereunder; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (d) its obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound; and (e) it has all right, title and interest, or valid license to use, the Distribution Partner Marks, and that its grant of rights associated therewith do not violate any intellectual property or other proprietary rights of any third party. Distribution Partner further represents and warrants that the Distribution Partner Media and the display of Paid Listings hereunder comply and will continue to comply during the Term with the terms of the License, the agreements and requirements set forth under this Agreement and the guidelines that may be in effect from time to time for the Distribution Program.

G. INDEMNIFICATION.

Company Indemnification. Company, at no expense to Distribution Partner, will indemnify, defend and hold harmless Distribution Partner and Distribution Partner's affiliates, employees, representatives and agents from and against any claim, demand, action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses arising therefrom, brought by any third party against Distribution Partner (collectively, a "Distribution Partner Claim") to the extent that Distribution Partner Claim is based on, or arises out of an allegation that Company's Distribution Program infringes any copyright, trade secret, trademark or patent (limited to patents issued in the United States only) of a third party..

Distribution Partner Indemnification. Distribution Partner, at its own expense, will indemnify, defend and hold harmless Company and the affiliates, employees, representatives and agents of Company from and against any claim, demand, action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses arising therefrom, brought by any third party against Company (collectively, a "Company Claim") to the extent that the Company Claim is based on, or arises out of: (a) an allegation that Distribution Partner's performance hereunder, Distribution Partner Media or Distribution Partner Marks violate any applicable law, rule or regulation or infringe the rights of any third party, including but not limited to intellectual property rights, privacy and publicity rights, claims of defamation, false or deceptive advertising claims and consumer fraud; or (b) the existence, use and maintenance of Distribution Partner Media or any content or activity over which there is no control by Company related to Distribution Partner Media.

Indemnification Procedure. All indemnity obligations arising under this Section G will be subject to the following requirements: (a) the indemnified party will provide the indemnifying party with prompt written notice of any Distribution Partner Claim, in the case that Distribution Partner is the indemnified party, or any Company Claim, in the case that a Company is the indemnified party (as applicable, a "Claim"), except that failure to give prompt notice will not waive any rights of the indemnified party to the extent that the rights of indemnifying party are not materially prejudiced thereby; (b) the indemnified party will permit the indemnifying party to assume and control the defense of the Claim upon the indemnifying party's written acknowledgment of its obligation to indemnify; and (c) upon the indemnifying party's written request, and at no expense to the indemnified party, the indemnified party will provide the indemnifying party with all available information and assistance reasonably necessary for the indemnifying party to defend the Claim. The indemnifying party will not enter into any settlement or compromise of the Claim (except a settlement or compromise that: (i) is full and final with respect to the Claim; (ii) does not obligate the indemnified party to act or to refrain from acting in any way; (iii) does not contain an admission of liability on the part of the indemnified party; (iv) dismisses the Claim with prejudice; and (v) is subject to confidentiality, such that no party may disclose the terms of the settlement or compromise without the indemnified party's prior written consent) without the indemnified party's prior written approval, which shall not be unreasonably withheld.

DISTRIBUTION PARTNER AGREES THAT THE DISTRIBUTION PROGRAM IS PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES ARE HEREBY DISCLAIMED BY COMPANY, AND COMPANY'S AFFILIATES AND LICENSORS. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED IN CONNECTION WITH THE DISTRIBUTION PROGRAM IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY OF ANY NATURE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY AND COMPANY'S AFFILIATES DISCLAIM ALL EXPRESS, IMPLIED, AND/OR STATUTORY WARRANTIES REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE DISTRIBUTION PROGRAM, AS WELL AS ANY WARRANTIES THAT THE DISTRIBUTION PROGRAM WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. COMPANY WILL NOT BE RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO ADVERTISERS, OR FOR ANY THIRD PARTY WEB SITES THAT CAN BE LINKED TO OR FROM THAT PARTY'S WEB SITE.

EXCEPT FOR INDEMNITY OBLIGATIONS ARISING UNDER THIS SECTION G, AND ANY BREACH OF SECTION E, UNDER NO CIRCUMSTANCES WILL COMPANY NOR COMPANY'S AFFILIATES BE LIABLE TO DISTRIBUTION PARTNER OR ITS AFFILIATES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, PROFITS OR GOODWILL AND COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE LEGAL THEORIES AND EVEN IF THAT PARTY HAS BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DISTRIBUTION PARTNER ACKNOWLEDGES AND AGREES THAT THE FEATURES OF THE DISTRIBUTION PROGRAM MAY BE CHANGED FROM TIME TO TIME IN THE SOLE DISCRETION OF COMPANY.

H. TERM AND TERMINATION.

Term. This Agreement will be effective as of the Effective Date set forth on the Term Sheet and, unless terminated or renewed as set forth herein, shall have the term set forth on the Term Sheet (the "Term"). This Agreement shall be automatically renewed for subsequent periods equal to the period specified in the Term Sheet or one year, whichever is longer ("Renewal Term"), unless either Company or the Distribution Partner gives the other written notice of cancellation at least thirty (30) days prior to the expiration of any Renewal Term.

Early Termination. Notwithstanding Section H.1., this Agreement may be sooner terminated as follows. Either Company or the Distribution Partner may terminate this Agreement effective immediately if: (a) the other party is in default of any material obligation under this Agreement, and such default has continued unremedied for thirty (30) days after written notice from the non-defaulting party or (b) the other party makes any assignment for the benefit of creditors or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof. Company may terminate this Agreement effective immediately if: (a) Distribution Partner ceases to provide Users access to any Distribution Partner Web site and such access denial has continued unremedied for seven (7) days after written notice from Company; (b) there is a change in the content, quality or functionality of any Distribution Partner Web site that Company determines in its sole discretion to be unfavorable to Company; (c) Distribution Partner fails to comply with the provisions of Section B of this Agreement relating to click quality; or (d) Company determines, in its sole discretion, that the quality of traffic delivered by Distribution Partner is not satisfactory

Effect of Termination. Upon the effective date of termination, all rights and obligations of the parties will terminate except: (a) each party's duty of confidentiality pursuant to Section E; (b) The duty of Company to make any outstanding Revenue Share Payments to Distribution Partner in accordance with the terms of Section C; and (c) each of Company and the Distribution Partner shall be obligated to remove the other party's intellectual property from their respective Web sites, servers and systems and any marketing materials.

I. MISCELLANEOUS.

Notice. Any notice required or permitted by this Agreement will be given in writing and will be deemed given as of the day they are received either by messenger, delivery service or certified mail, postage prepaid, and (i) if to Company, addressed to: Company, c/o Marchex, Inc., 413 Pine Street, Seattle, WA 98101, Attn.: General Counsel; (ii) if to Distribution Partner, addressed to Distribution Partner at the address shown on the Term Sheet to the attention of the General Counsel (unless otherwise specified by Distribution Partner); or (iii) addressed to the other party at such other address for which such party gives notice hereunder.

Assignment; Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. Distribution Partner may not assign these Terms and Conditions or the applicable Distribution Program Term Sheet, or any of its rights hereunder, or delegate any of its duties hereunder without the prior written consent of Company. Company may assign and transfer this Agreement in whole or in part and may delegate its(their) duties or assign its(their) rights hereunder at any time.

Governing Law; Venue; Attorneys' Fees. This Agreement will be governed and construed, to the extent applicable, in accordance with United States law, and otherwise, in accordance with Washington State law, without regard to conflict of law principles. The parties hereby irrevocably consent to the personal jurisdiction of and venue in the state and federal courts located in King County, Washington with respect to any action, claim or proceeding arising out of or relating to this Agreement. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees.

Independent Contractors. Company and Distribution Partner are independent contractors with respect to each other, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, agency relationship or a joint venture between Company and Distribution Partner.

Force Majeure. No party will be liable hereunder (and their performance shall be excused under this Agreement) by reason of any failure or delay in the performance of its obligations (except for the payment of money) on account of strikes, shortages, riots, insurrection, terrorism, fires, flood, storm, explosions, earthquakes, Internet outages beyond the reasonable control of such party, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.

Entire Agreement. This Agreement and the Term Sheet constitute the entire agreement between the parties with respect to the subject matter hereof and supersede any prior or contemporaneous proposals, whether written or oral, with respect to the subject matter hereof. Company reserves the right to change or modify these Terms and Conditions and will post such changes or modifications to a URL to be designated from time to time by Company (except that such changes will not affect any specific terms set forth on the Term Sheet). Distribution Partner's continued participation in any Distribution Program following such changes shall be deemed an assent to such changes.

Severability. If any provision of this Agreement is held or made invalid or unenforceable for any reason, this Agreement will be construed as if that provision had never been contained herein, but considering the original intentions of the parties.

Waiver. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

Section Headings. The section headings contained herein are for reference purposes only and do not in any way affect the meaning or interpretation of this Agreement.

Effective June 9th, 2008.