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SUREHITS MARKETPLACES SUPPLIER AGREEMENT

This Aqreement is entered into as of this "? aav otothl''|- ?" l"lby and between y1;ibltii GbbiA, a(n) iN cerperari, witn omces tocateO at iio :HAEi!!r, Po U4,<tt7 ("SUppLIER") and SUREHITS, a division of QuinStreet, Inc., a Delaware corporation, with ^i0iA-'+( offices located at 950 Tower Lane, 6th floor, Foster City, CA 94404 (*SUREHITS"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Schedule A.
WHEREAS, SUREHITS has developed

a System which provides ad serving, ad management

and accounting of Clicks for a Website to sell Clicks to other companies; and
WHEREAS, SUPPLIER desires the System for SUPPLIER's Website(s)'

in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
WHEREFORE,
SUPPLIER

will display advertisements from the

SUPPLIER owns

SUREHITS marketplaces

on one or more

Websites that
SUREHITS

and/or controls.

will pay SUPPLIER for valid Clicks (the "Fee"). The Fee will be calculated by the System and determined based on the traffic quality of SUPPLIER's Website(s), the price per Click paid by Buyers, and other factors as determined by SUREHITS. This calculation is the sole and binding accounting of amounts due under this Agreement'
Terms and Conditions: The Terms and Conditions of Service attached hereto as Schedule A are incorporated herein by reference and are binding on the parties hereto. Each of the undersigned parties acknowledges and represents that it is duly authorized to execute this Agreement on behalf of its company.
SUPPLIER:

QuinStreet, Inc. Signature:

Signature:
Name: G i'v

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Title:

Title:
Date:

Date:

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SCHEDULE

A: TERMS AND CONDITIONS OF SERVICE

1.

Definitions 1.1. "Agreement" means the signed Agreement between SUPPLIER and SUREHITS, these Terms and Conditions, and any other documents expressly incorporated by reference herein. L.2. "Approved" and/or "Approval" means the written consent of the approving party, sent by email, fax, overnight delivery, or post. 1.3. r\EuyCI/' means a company that buys Clicks using the System described in this Agreement. L.4. "Click" means a click on a Marketplace Listing by a Visitor. 1.5. "Marketplace Listino" means an advertising listing of a Buyer that is delivered by the System. 1.6. "Supplier" means a company that sells Clicks using the System described in this Agreement. L.7. '1\System" means the technology and business processes deployed by SUREHITS to manage, track, and report on Clicks that have been bought and sold through agreements between SUREHITS and third-party Buyers and Suppliers. The technology deployed for the System may be used by SUREHITS in fulfilling other business purposes unrelated to this Agreement. 1.8. "Traffic" means a series or collection of Visitors who have clicked on Marketplace Listings. 1.9, "Visitor" means a user of the System. 1.10."Website" means an Internet accessible HTML file ("Webpaoe") for a person, group or company/ or a group of related Webpages.
SUREHITS's Obligations

2.

2.L. 2.2. 2.3. 2.4. 2.5.

2.6.

SUREHITS will operate between Websites.

SUREHITS

the System to facilitate the buying and selling of Traffic

2.7.

will reasonably maintain this System with periodic updates to fix code errors and improve System features as needed, at SUREHITS's sole discretion. SUREHITS will maintain a record of Clicks tracked in the System for at least the most recent 3 consecutive months. SUREHITS will provide technical support for the installation of the System on the SUPPLIER'S Website(s) during SUREHITS's regular business hours. SUREHITS will pay SUPPLIER the Fee (defined on the cover page of this Agreement), The Fee will be calculated by the System and determined based on the traffic quality of SUPPLIER's Website(s), the price per Click paid by Buyers, and other factors as determined by SUREHITS. This calculation is the sole and binding accounting of amounts due under this Agreement. SUPPLIER acknowledges that SUREHITS will develop and deploy a proprietary and confidential technology as par[ of the System, the intent of which is to remove invalid and/or duplicate Clicks from the System. SUPPLIER acknowledges that no revenue will be received by SUREHITS for these Clicks and, accordingly, no payment of the Fee will be made to SUPPLIER for these Clicks. SUPPLIER further acknowledges that SUREHITS will determine the validity of Clicks in its sole discretion. SUPPLIER will not, under any circumstances, have access to the formula(s) or algorithms used to detect and remove invalid and/or duplicate Clicks. SUREHITS agreesto pay SUPPLIERwithin 45 days afterthe close of each calendar month for which the Fee was generated as defined in section 2.5 and 2.6 of this Agreement; provided, that the total amount payable exceeds $100; provided, further, that if SUPPLIER is past due on any payment to SUREHITS in connection with any SUREHITS program (including without limitation the pay-per-click program contemplated by this Agreement, the "Program"), SUREHITS reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to SUPPLIER in connection with the Program by amounts owed by SUPPLIER to SUREHITS.
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3.
SU PPLIER's

must adhere to the Program polices located behind the login at http://www.surehits.com or such other URL as SUREHITS may provide from time to time which policies may be updated from time to time. 3.2. SUPPLIER is responsible for serving Marketplace Listings on Websites that SUPPLIER has designated and have been Approved by SUREHITS using programming code and/or Internet links that have been provided by SUREHiTS' SUppLIER agrees not to modify the code or links supplied by SUREHITS without SUREHITS's prior written Approval. 3.3. SUPPLIER is solely responsible for all content and materials on the Websites that it is using as part of this Program, except for unmodified content served by SUREHITS through the SYstem. 3.4. SUPPLIER will not, on its own or with the assistance of any third-party: (a) generate invalid or duplicated Clicks in any manual or automated way, (b) edit the ads or hyperlinks that are delivered by the System in any way, (c) use framing or other technology to retain a Visitor on SUPPLIER's Website after such Visitor has clicked on an ad, (d) generate Clicks using any social media applications, or (e) implement the System in any way without the prior Approval of SUREHITS, other than by placing SUREHITS provided code and/or hyperlinks directly on SUPPLIER Websites Approved by SUREHITS as intended under this Agreement. 3.5. SUPPLIER will only display Marketplace Listings on web pages that are accessible by a human user who has manipulated one of the following two web page form elements: 1) a drop-down box which displays a list of U.S. states, or 2) a zipcode box which, upon entering a valid U.S. zipcode, takes a user to a page displaying Marketplace Listings. Marketplace Listings may be displayed on pages that can only be reached after one of the two aforementioned actions has taken place. Other means of deciphering a user's location before showing the Marketplace Listings, including but not limited to a linked map of the United States, simple text links, or interpreting IP addresses, are prohibited. 3.6. SUPPLIER will pass a state code or zipcode to the System that represents the U.S. state or postal zipcode a user has chosen on SUPPLIER's Website. SUPPLIER will only display Marketplace Listings that have been made available for the state chosen by the user. SUPPLIER will only pass state or zipcodes that have been obtained through Approved means as described in Section 3'5. 3.7. SUPPLIER understands that SUREHITS will only credit and pay SUPPLIERfoT Clicks that SUREHITS determines to be valid Clicks which have been made by consumers in the United States who are shopping for the products advertised by Buyers. SUREHITS will make the sole determination of the validity of Clicks and may exclude Clicks because it believes them to be duplicates, non-U.S. users/ invalid, automated, or for any other reason or combination of reasons. The formulas, algorithms, or other methods by which this is determined by SUREHITS are and will remain confidential and will not be shared with SUPPLIER. 3.8. To ensure proper payment, SUPPLIER is solely responsible for providing and maintaining accurate contact and payment information associated with

Obligations

3.1.

SUPPLIER

3.9.

SUPPLIER's account. SUPPLIER will not provide

an incentive in any form, directly or indirectly, to Website users to click on ads (including Marketplace Listings) delivered by the System. Breach of this provision may result in deletion of all Clicks sold by SUPPLIER from the System, in additional to any other remedies available to
SUREHITS.

3.10. SUPPLIER agrees that it will only use SUREHITS's trademark and the trademarks of any person or entity for whom SUREHITS is now performing services or with whom SUREHITS is in the process of launching any such services ("Clients"), when and as specifically authorized in writing by SUREHITS. SUPPLIER agrees that its use of any such trademarks shall comply in all respects with any guidelines for such use provided by SUREHITS to SUPPLIER from time to time. SUPPLIER shall
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not bid on the brand name or trademarks of any CLiENT as a keyword or part of a keyword phrase on any search engine or similar Cost-Per-Click ("CPC") ad network. SUPPLIER acknowledges that SUPPLIER's use of such trademarks in the absence of such authorization will infringe the intellectual propefi rights of Client and may subject SUPPLIER to claims for damages from such Client' 3.11. SUPPLIER is not authorized to subcontract the placement of the website form elements described in Section 3.5 or the display of the Marketplace Listings to any third party (e.9. broker relationships) without the prior Approval from SUREHITS. 3.12. SUPPLIER is prohibited from engaging in any email marketing containing or relating to the Marketplace Listings ("SureHits Related Campaigns") without prior Approval from SUREHITS. In the event SUREHITS provides Approval for email marketing, SUPPLIER shall comply with the following: SUPPLIER shall only execute SureHits Related Campaigns utilizing 3.12.1. data to which SUPPLIER has direct access, meaning SUPPLIER owns or email has been granted custody of email data under a list management relationship and has prompt access to all opt-in records and unsubscribe requests for all managed email addresses, unless SUREHITS has Approved the use of subvendors ("Subvendors"), SUPPLIER shall be liable for any acts or omissions of Subvendors, SUPPLIER and any Subvendor shall comply with all applicable statutes, 3.12.2. rules or regulations applicable to its business, including but not limited to the CAN SPAM Act of 2003 and state and federal advertising laws. Without limiting the foregoing: 3.I2.2.L. Emails shall not contain or include a falsified sender, domain name or non-responsive IP address; 3.L2.2.2. Emails shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the email or that makes any false or deceptive claims; 3.t2.2.3. Emails shall contain or include valid and responsive contact information of the sender, list manager or list owner; 3.L2.2.4. No emails shall be sent for the purpose (but not necessarily the sole purpose) of harvesting the email addresses in order to send future unsolicited emails; 3.L2.2.5. Every email shall contain a functioning return email address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply email message or other form of Internet-based communication requesting not to receive future email messages from SUPPLIER; and 3.L2.2.6. Every email sent by SUPPLIER, or by any Subvendor, shall include a valid physical postal address of the entity principally responsible for sending the email communication. 3.12.3. Upon notice from SUREHITS to SUPPLIER requesting that SUPPLIER terminate SureHits Related Campaigns, SUPPLIER shall immediately stop sending any SureHits Related Campaigns and shall immediately require any Subvendors to immediately stop sending any SureHits Related Campaigns. In the event of any breach of the terms set forth in this Section 3.12 3.L2.4. by SUPPLIER and/or any Subvendor, SUREHITS shall, in addition to all other remedies available to it, have the right to refuse to make any payments to SUPPLIER as a result of SUPPLIER promotional efforts that cannot be verified by SUREHITS as having complied with the terms and conditions hereof. In the event SUREHITS receives any complaints regarding any 3.12.5. SureHits Related Campaign, SUPPLIER shall provide timely and complete cooperation in SUREHITS' investigation of and efforts to resolve any such complaint.

4.

4.1.

Rights and Duties Regarding Confidential Information and Property

Each party will maintain in confidence all confidential information, including without limitation the terms of this Agreement and the bid prices ("Confidential
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Information") disclosed by the other party. The obligations of the recipient of Confidential Information under this paragraph will terminate if such information: (a) was already lawfully known to the recipient at the time of disclosure by the other party; (b) is disclosed to the recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) is independently developed by the recipient without access to or use of the other party's Confidential Information. In addition, the recipient will be allowed to disclose Confidential Information of the other party to the extent that such disclosure is (i) necessary for the recipient to enforce its rights under this Agreement, or (ii) required by law or by the order of a court or similar judicial or administrative body, provided that the recipient notifies the other party of such required disclosure promptly and in writing and cooperates with the other party, at the other party's request and expense, in any lawful action to contest or limit the scope of such required disclosure. In addition, either party may disclose SUPPLIER'S participation as a SUPPLIER on the System to potential users of the System or other interested parties. SUREHITS's Websites and all software, programming code, computerized data, hypertext language (HTML) or similar files created, generated, assembled or developed in the process of providing the System, methods of operation, processes, algorithms, documents, trademarks, and other intellectual property developed by SUREHITS relating thereto (collectively "Propertv"), are the sole and exclusive property of SUREHITS. SUPPLIER agrees and acknowledges that no right, title, interest or license in or to any of the Property is or shall be conveyed or granted to SUPPLIER. SUPPLIER acknowledges and agrees that the Property constitutes the Confidential Information of SUREHITS, whether or not any portion thereof is or may be the subject of copyright or patent. SUPPLIER shall not copy, transfer, modify, translate, reverse engineer, decompile or disassemble SUREHITS'Website(s), Propefty, or any part thereof, nor shall SUPPLIER attempt to do the same.

4.2.

5.

Restrictive Covenants 5.1. During the term of this Agreement and for one (1) year thereafter (the "Restricted Period"), SUPPLIER agrees that SUPPLIER will not, directly or indirectly (including via a client's ad agency or broker), solicit, approach, contact or contract with any Clients (defined in Section 3.10) or attempt to do the same. 5.2. During the Restricted Period, SUPPLIER agrees that SUPPLIER will not, directly or indirectly (including via a client's ad agency or broker), deliver clicks to or otherwise use the services of any insurance-related CPC network other than the System provided by SUREHITS, or create any service that competes with the System or imitates the System's listings presentation. Warranties, Limitations and Indemnification 6.1. THE SERVICES (INCLUDING THE SYSTEM AND THE PROGRAM) PROVIDED AND MADE AVAILABLE TO SUPPLIER PURSUANT TO THE AGREEMENT ARE RENDERED "AS IS" AND SUREHITS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. SUPPLIER WILL NOT HOLD SUREHITS OR ITS AFFILIATES LIABLE OR RESPONSIBLE FOR THE ACTIVITIES OF VISITORS OF ANY SUPPLIER WEBSITE. SUPPLIER ACKNOWLEDGES AND AGREES THAT IT HAS INDEPENDENTLY DECIDED THAT THE SERVICES (INCLUDING THE SYSTEM AND THE PROGRAM) ARE APPROPRIATE FOR THE PURPOSES FOR WHICH SUPPLIER INTENDS, AND THAT SUPPLIER DID NOT RELY ON ANY SKILL OR JUDGMENT OF SUREHITS IN SUCH SELECTION. 6.2. IT IS UNDERSTOOD AND AGREED THAT SUREHITS'S LIABILIW FOR ANY DAMAGES SUFFERED BY SUPPLIER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY THEORY, IN NEGLIGENCE, OR OTHERWISE SHALL BE LIMITED
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6.

SureHits Supplier Rev. 04/11/2011

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TO THE AMOUNT PAID TO SUPPLIER BY SUREHITS
PURSUANT

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THE

AGREEMENT WITHIN THE NINETY (90) DAY PERIOD PRIOR TO AND iNCLUDING THE FIRST DATE ON WHICH ANY SUCH CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL SUREHITS BE LIABLE FOR ANY

6.3.

including, without limitation, any loss of data, which may result from such interruption of availability of the System. 6.4. Each party represents and warrants that (1) it has the legal right to enter into the Agreement and (2) its execution and performance of the Agreement shall not violate any contract or license between it and any third party. 6.5. SUPPLIER represents and warrants that each SUPPLIER Website and any material displayed therein: (1) comply with all applicable laws, statutes, ordinances, and regulations; (2) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privary, or rights or duties under consumer protection, product liability, tort, or contract theories; and (3) are not pornographic, defamatory, hate-related or otherwise violent in content. 6.6. Each of the parties will indemnify, defend and hold harmless the other from and against any and all claims, suits, losses, damages, liabilities, costs and expenses (including reasonable attorneys'fees and expenses) related to any breach by such party of its obligations, representations or warranties set forth herein.

SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) OF SUPPLIER OR ANY THIRD PARTY OR OTHERWISE ARISING OUT OF THIS AGREEMENT, EVEN IF SUREHITS HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILIW OF SUCH DAMAGES, AND EVEN IF SUCH INTERRUPTION OR LOSS RESULTS DIRECTLY OR INDIRECTLY FROM THE ACTIVIW OF THE SYSTEM CONNECTING TO SUPPLIER'S WEBSITE. The operation of the System provided by SUREHITS may from time to time be interrupted, and SUREHITS does not warrant or represent that the System will be functional and available at all times. SUREHITS shall not be liable for any losses,

7.

Term and Termination 7.7. The Agreement shall begin on the date specified on the first page of this Agreement and shall continue until cancelled by either party per sections 7.2 and 7.4 below. 7.2. This Agreement shall terminate automatically and without further notice if: (1) after receipt of written notice from either party that the other party has breached or violated any of its obligations, covenants, restrictions or conditions set fotth in this Agreement. such breach or violation is not cured to the satisfaction of the notifying pafi within ten (10) days thereafter; (2) either party violates any copyright, trademark, patent, trade secret or similar intellectual property rights of the other party or, with respect to SUPPLIER, any intellectual property rights of any Client; (3) either party violates its confidentiality obligations set forLh in this Agreement; (4) either party becomes insolvent, admits of a general inability to pay its debts as they become due, or makes a general assignment for the benefit of creditors; or (5) either party files a petition in bankruptcy or is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days after the filing date thereof. 7.3. Either party may, at its sole discretion, suspend services to the other party during any period in which payment of amounts owed pursuant to the Agreement is past due by more than 10 days, without such suspension of service constituting a termination of the Agreement. 7.4. Either party may terminate this Agreement at any time by giving 14 days notice to the other party. 7.5. SUREHITS reserves the right to reject, suspend or cancel, at any point, the placement of any advertisements on any specific SUPPLIER Website for any reason for any period of time in SUREHITS's sole discretion. SUREHITS may also reject any advertisements that have been previously accepted for any reason for any length of time in SUREHITS's sole discretion,
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Additional Terms and Conditions 8.1. Monitoring. SUPPLIER acknowledges and agrees that SUREHITS may monitor, via manual or automatic means, SUPPLIER's Websites to ensure compliance with this Agreement and the branding guidelines of SUREHITS and SUREHITS'clients. 8.2. Assignment. The Agreement may not be assigned by either party without the prior written Approval of the other party, which Approval shall not be unreasonably withheld, except to the surviving entity in a merger or consolidation in which it participates or to a purchaser of all or substantially all of its assets; provided, however, that SUREHITS may assign this Agreement, in whole or in part, to any affiliate. 8.3. Entire Agreement. The pafties agree that the Agreement as defined in these Terms and Conditions constitutes the complete and exclusive statement of the agreement between them with regards to the subject matter hereof and supersedes all proposals, oral or written, and all other communications between them relating to such matters. 8.4. Amendments. The Agreement may only be modified in writing signed by both parties. 8,5. Publicity. Neither party may issue a press release or other similar announcement regarding the relationship of the two parties without the consent of the other party. 8.6. This Agreement will be governed by the laws of the State of Delaware without reference to its choice of law principles. SUPPLIER irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of this Agreement, including without limitation, any action commenced by SUREHITS for preliminary and permanent injunctive relief or other equitable relief, may be brought in the Court of Chancery of the State of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware; (ii) consents to the exclusive jurisdiction over him, her or it of any such court in any such suit, action or proceeding; (iii) waives any objection that SUPPLIER may have to the laying of venue of any such suit, action or proceeding in any such court; (iv) agrees that SUREHITS shall be entitled to an award of its reasonable expenses, including attorneys' fees, in any successful proceeding brought by SUREHITS pursuant to this Agreement; and (v) consents to the service of any process, pleadings, notices or other papers upon him, her or it at the address set forth above or othenvise provided to SUREHITS or in any other manner permitted by Delaware law. 8.7. No Waiver. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions, 8.8. Attorney's Fees and Costs. In any action to enforce any rights or obligations hereunder, including any arbitration, the prevailing party shall be entitled to receive its costs and attorneys fees expended in such action from the other party. 8.9. Relationship of the Pafties. Each pafty hereto is acting as an independent contractor and not as agent, partner, or joint venturer with the other party for any purpose, and neither party shall so represent itself to others or knowingly conduct itself otherwise. Except as provided in these Terms and Conditions, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other. 8.10. Remedies. Except as limited by Section 8.10 hereof, the rights and remedies granted to both parties in this Agreement are in addition to and not in lieu of any other rights and remedies which each may have at law or in equity for any breach, default or infringement by the other party, including, without limitation, the right to seek appropriate injunctive relief, without the necessity of bond, to enforce the Agreement against any breach, infringement or threatened breach or infringement. 8.11. Binding. This Agreement is binding on the successors and permitted assigns of the parties hereto.
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B.12. Acknowledgment of Allocated

and limitations of liability in these Terms and Conditions of Service are intended to limit and define the circumstances of liability for each party' 8.13. Force majuere. Neither party shall be responsible for failure of performance due to causes beyond its control, including, without limitation, acts of God, labor disputes, or the actions of third parties or Government agencies, including, without limitation, telecommunications providers, Internet domain name registration entities, and regulatory authorities. 8.14. Captions. The captions of the various sections hereof are for convenience only and are not part of the body or text of this Agreementr nor are they intended to be used in interpreted the terms of the Agreement. 8.15. Severability. If any provision of this Agreement shalI be held invalid or unenforceable, the remaining provisions of the Agreement shall not be affected thereby and each of the remaining provisions shall be valid and enforceable to the fullest extent permitted bY law. 8.16. Survival. Sections 1 (Definitions), 4 (Rights and Duties Regarding Confidential Information and Property), 5 (Restrictive Covenants), 6 (Warranties, Limitations and Indemnification) and 8 (Additional Terms and Conditions), including all corresponding sub-sections. shall survive termination of the Agreement. 8.17. Counterparts and Signatures. This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be original, and all such counterparts shall constitute one and the same instrument. Facsimile transmitted signatures shall be valid as originals. 8.18. Authorship. SUPPLIER agrees that by signing this agreement, SUPPLIER becomes a futl co-author of this Agreement, which shall be construed as written and prepared by both Parties.

Risks. The parties hereto each acknowledge that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all risks (both known and unknown) associated with the transactions contemplated by the Agreement. The warranties, disclaimers

SureHits Supplier Rev. 04l11/2011

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