1. QUINSTRET SERVICE ORDER FOR
CPC PLATFORM
This Service Order for CPC Platform is entered into between QuinStreet, Inc. (QS) and _______________ (Publisher), and
is subject to the QuinStreet Publisher Terms Version 120314 set forth at http://quinstreet.com/publisher-terms (QS Terms).
Capitalized terms not otherwise defined herein shall have the meanings set forth in the QS Terms.
1. Description of Services. Publisher may generate Clicks for QS by publishing Listings on the Publisher Sites. This SO
applies only to QS’ CPC Platform and does not cover clicks from display or other advertising.
2. Definitions.
a. “Buyer” means a company that buys Clicks using the CPC Platform.
b. “Click” means a click on a Listing by a visitor of the CPC Platform.
c. “CPC Platform” means the technology and business product/program deployed by QS that allows publishers to generate
commissions on a per-Click basis. The “CPC Platform” shall include QS’s rate table products.
d. Listings” shall mean such QS Content generated through the CPC Platform that includes advertising listings which direct
traffic to a QS Client’s website.
3. Additional Publisher Obligations.
a. Two types of Listings are permitted: (i) Listings displayed on a Publisher Site or (ii) a simple hyperlinked QS-provided
logo with text. In the case of clause (ii) the consumer will be linked to a QS site for Listings. These hyperlinks must be
appended with the State code (e.g., NY), if applicable, and pre-approved by QS.
b. Publisher is solely responsible for all content and materials on Publisher Sites that it is using as part of the CPC Platform,
except for unmodified content served by QS through the CPC Platform.
c. Publisher will not, on its own or with the assistance of any third-party: (a) edit the Listings or hyperlinks that are
delivered by the CPC Platform in any way, (b) use framing or other technology to retain a visitor of the CPC Platform on
Publisher Sites after such visitor has clicked on a Listing, (c) implement the CPC Platform in any way without QS Approval,
other than by placing QS-provided code and/or hyperlinks directly on Publisher Sites as provided under this Agreement,
or (d) display cached Listings.
d. Publisher will only display Listings on web pages that are accessible by a human user who has manipulated the applicable
number of the following five web page form elements, if applicable: 1) a drop-down box which displays a list of U.S.
states, 2) a zipcode box which, upon entering a valid U.S. zipcode, takes a user to a page displaying Listings, 3) account
type and dollar amount, 4) card type, credit score and/or card issuer, or 5) account type, state, collar amount, and/or
loan type. Listings may be displayed on pages that can only be reached after the applicable number of the
aforementioned actions has taken place. Other means of deciphering a user’s location before showing the Listings,
including but not limited to a linked map of the United States, simple text links, or interpreting IP addresses, are
prohibited.
e. If applicable, Publisher will pass a state code or zipcode to the CPC Platform that represents the U.S. state or postal
zipcode a user has chosen on a Publisher Site. Publisher will only display Listings that have been made available for the
web page form elements chosen by the user. Publisher will only pass state or zipcodes that have been obtained through
QS-approved means as described in Paragraph e) above.
f. QS results must be triggered from pages that are contextually relevant to the product being offered.
4. Email & CAN-SPAM Obligations. Publisher is prohibited from engaging in any email marketing containing or relating to
the Listings (“Campaigns”) without prior QS Approval. If QS Approves email marketing, Publisher shall comply with the
following:
a. Publisher shall only execute Campaigns utilizing email data to which Publisher has direct access,
meaning Publisher owns or 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
b. Publisher shall comply with all applicable statutes, 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:
o Emails shall not contain or include a falsified sender, domain name or non-responsive IP address;
o 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;
o Emails shall contain or include valid and responsive contact information of the sender, list
manager or list owner;
o 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;
QS CPC Platform Service Order 120314 Page 1 of 3

2. o Each 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 Publisher;
o Every email sent by Publisher shall include a valid physical postal address of the entity
principally responsible for sending the email communication.
c. Publisher shall immediately stop sending any Campaigns upon written notice from QS.
5. XML Implementations. Subject to QS Approval and subject to the restrictions set forth in this Section, QS may
grant Publisher a limited, non-transferable, non-sublicensable, non-exclusive license during the term to the Listings
API to enable Publisher to implement the Listings via an XML feed provided by QS. Publisher shall not:
o implement any session or unique transaction tracking with respect to the Listings;
o cache, record, pre-fetch, or otherwise store any portion of the Listings API or the Listings;
o use the Listings API to update or create a separate database of listings;
o use the Listings API on behalf of any third party;
o collect, store or cache any XML response data;
o create or disclose metrics or pricing about, perform any statistical analysis of, the Listings API or the Listings,
attempt to track, uncover or reverse engineer any pricing or metrics relating to any QS Client;
o copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile, modify or alter
any part of the Listings API;
o track, collect, store or cache any data relating to the interaction of visitors with the Listings;
o alter, edit, modify, mask or obscure any content or intellectual property marks contained in the Listings other
than as specifically set forth and in conformance with the written QS style guide provided to Publisher;
o display the Listings in a different order than returned by the Listings API or separate the Listings into
component parts; or
o set, assign or return any default values for any input fields included in the Listings API.
6. Payment Terms. QS will pay Publisher the amount per Valid Click within 45 days following the end of each calendar month.
The amount per Valid Click owing to Publisher will be calculated by CPC Platform and will be based on the traffic quality from
Publisher Site(s), the price per Click paid by Buyers, and other factors as reasonably determined by QS. Publisher
understands that QS will only credit and pay Publisher for Valid Clicks that QS reasonably determines to be Valid Clicks which
have been made by consumers in the United States who are shopping for the products advertised by Buyers. QS’s calculation
is the sole and binding accounting of amounts due. Publisher acknowledges that QS will deploy a proprietary and confidential
technology as part of the CPC Platform which is intended to identify fraudulent, invalid and duplicate Clicks from the CPC
Platform (“Invalid Clicks”). No amounts will be due to Publisher for Invalid Clicks.
7. Partnership Terms. QS agrees to work closely with Publisher to optimize the performance of its lead generation marketing
program on behalf of QS, including holding regular meetings, reviewing of Publisher’s websites and other optimization
strategies. As consideration for the foregoing, during the term of the Prior Agreements, Publisher will work exclusively with QS
and will not enter into an agreement with any third party with respect to any advertising or marketing programs within the
finance, lending or mortgage industries. The foregoing restriction will not apply to any third parties with whom Publisher has
a pre-existing contractual relationship. Additionally, for a period of one (1) year commencing upon the termination of the
Prior Agreements, Publisher shall not, directly or indirectly, work with, contract with, or provide similar services (as
contemplated by the Prior Agreements) to any competitor of QS (except to the extent of any contractual relationships that
pre-dated the start of the Prior Agreements and except as otherwise approved in writing by QS) with respect to advertising or
marketing programs within the finance, lending or mortgage industries.
8. Term; Termination. Unless otherwise set forth in an IO, this SO will commence on the SO Effective Date below and will
continue unless and terminated as provided herein. Either Party may terminate this SO for any reason upon two business
days’ prior written notice to the other Party.
9. Modification to QS Terms (if applicable)
QS Term Section Heading QS Term Section Cross-Reference QS Term Modification
This SO for CPC Platform is governed by the QS Terms which are incorporated herein by reference and are binding on the
Parties. By signing this SO for CPC Platform and except as otherwise expressly set forth in this SO for CPC Platform,
Publisher accepts the QS Terms in their entirety. In the event of a conflict between the QS Terms and this SO for CPC
Platform, this SO for CPC Platform prevails.
QS CPC Platform Service Order 120314 Page 2 of 3

3. IN WITNESS WHEREOF, the parties have executed this SO for CPC Platform as of _______, 2014 (the “SO Effective Date”).
PUBLISHER:___________________ QUINSTREET, INC.
By: ____ By:
Name: Name:
Title: Title:
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