EXHIBIT 10.40



 Exhibit 10.40 
 THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION: [****]. 
 EXECUTION VERSION

 SEVENTEENTH AMENDMENT TO AMENDED AND RESTATED 
 INTERACTIVE MARKETING AGREEMENT 
 This Seventeenth
Amendment to Amended and Restated Interactive Marketing Agreement (“Seventeenth Amendment”) is entered into by and between AOL LLC, (“AOL”) a Delaware limited liability company (formerly known as America Online,
Inc.), with its principal place of business at 22000 AOL Way, Dulles, VA 20166, and GOOGLE INC., a Delaware corporation (successor-in-interest to Google Inc., a California corporation) with offices at 1600 Amphitheatre Parkway, Mountain View,
California 94043 (“Google”), effective as of February 29, 2008 (the “Seventeenth Amendment Effective Date”). 
 INTRODUCTION 
 The Parties hereto wish to further amend that certain
Amended and Restated Interactive Marketing Agreement effective as of October 1, 2003 (the “IMA”), as amended previously by that certain First Amendment to the Amended and Restated Interactive Marketing Agreement effective as of
December 15, 2003 (the “First Amendment”), that Second Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 30, 2004 (the “Second Amendment”), that Third Amendment to
Amended and Restated Interactive Marketing Agreement effective as of April 7, 2004 (the “Third Amendment”), that Fourth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 1, 2004 (the
“Fourth Amendment”), that Fifth Amendment to Amended and Restated Interactive Marketing Agreement effective as of June 14, 2004 (the “Fifth Amendment”), that Sixth Amendment to Amended and Restated Interactive
Marketing Agreement effective as of December 17, 2004 (the “Sixth Amendment”), that Seventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 28, 2005 (the “Seventh
Amendment”), that Eighth Amendment to Amended and Restated Interactive Marketing Agreement effective as of April 28, 2005 (the “Eighth Amendment”), that Ninth Amendment to Amended and Restated Interactive Marketing
Agreement effective as of December 15, 2005 (the “Ninth Amendment”), that Tenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of March 24, 2006 (the “Tenth Amendment”),
that Eleventh Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 28, 2006 (the “Eleventh Amendment”), that Twelfth Amendment to Amended and Restated Interactive Marketing Agreement
effective as of December 15, 2006 (the “Twelfth Amendment”), that Thirteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of January 12, 2007 (the “Thirteenth Amendment”),
that Fourteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of February 16, 2007 (the “Fourteenth Amendment”), that Fifteenth Amendment to Amended and Restated Interactive Marketing Agreement
effective as of March 2, 2007 (the “Fifteenth Amendment”), that Sixteenth Amendment to Amended and Restated Interactive Marketing Agreement effective as of September 24, 2007 (the “Sixteenth Amendment”),
and that Addendum One to the Second Amendment to Amended and Restated Interactive Marketing Agreement dated October 5, 2004 (“Addendum”) (the IMA and such amendments and addendum, collectively the “Existing
Agreement” and the Existing Agreement together with the Seventeenth Amendment, the “Agreement”). Capitalized terms not defined in this Seventeenth Amendment shall have the meanings set forth in the Existing Agreement.

 AGREEMENT 
 For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties (1) amend the Existing Agreement and (2) agree to the Subsequent Carriage Plan Calendar
Year 2008 (“SCP 2008”), each as follows: 
 1. Content Targeted Advertisements in the AOL Video Player. 
 1.1 AOL Video Player. Notwithstanding anything to the contrary in the Existing Agreement,

  


			
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AOL may add, via the Carriage Plan attached hereto in Seventeenth Amendment Exhibit A and any Subsequent Carriage Plans (in accordance with the provisions set forth in the Existing
Agreement), the AOL Video Player (as defined below), [****]. 
 1.2 [****] 
 1.3 [****] 
 2. Subsequent
Carriage Plan Calendar Year 2008. SCP 2008 consists of the promotions in Seventeenth Amendment Exhibit A and the Exclusive Category Filter in Seventeenth Amendment Exhibit B. SCP 2008 is governed by the terms of the Agreement. SCP
2008 supersedes any prior or collateral carriage plans, whether written or oral, between Google and AOL. Google will use commercially reasonable efforts to implement SCP 2008 [****] of the Seventeenth Amendment Effective Date. 
 3. First Amendment Term. The First Amendment Term, as defined in Section 4 of the First Amendment, is hereby extended through March 31,
2008. For the avoidance of doubt, the “First Amendment Term” shall apply to all terms and conditions set forth in the Agreement associated with the display of Content Targeted Advertisements, as defined in the First Amendment. 

4. Seventeenth Amendment Term; Termination. The term of this Seventeenth Amendment will commence on the Seventeenth Amendment Effective Date shall
extend through the First Amendment Term. AOL shall have the right to terminate this Seventeenth Amendment for convenience (i.e., [****]) at anytime [****] prior written notice to Google. Sections 1.3 and 3 will survive any termination or expiration
of this Seventeenth Amendment. 
 5. Order of Precedence. This Seventeenth Amendment is supplementary to and modifies the Existing
Agreement. The terms of this Seventeenth Amendment supersede provisions in the Existing Agreement only to the extent that the terms of this Seventeenth Amendment and the Existing Agreement expressly conflict. However, nothing in this Seventeenth
Amendment shall be interpreted as invalidating the Existing Agreement, and provisions of the Existing Agreement shall continue to govern relations between the Parties insofar as they do not expressly conflict with this Seventeenth Amendment.
Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the Existing Agreement under this Seventeenth Amendment shall be interpreted to have full force and effect on any other relevant provisions of the Existing
Agreement (including, but not limited to, Definitions, Exhibits, and Schedules related thereto), which reference or rely on such amended or changed terms. 
  


					
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 6. Counterparts; Facsimile. This Seventeenth Amendment may be executed in counterparts, each of
which shall be deemed an original and all of which together shall constitute one and the same document. This Seventeenth Amendment may be executed by facsimile. 
  



					
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 IN WITNESS WHEREOF, the Parties have executed this Seventeenth Amendment to the Amended
and Restated Interactive Marketing Agreement. 
  

									
	AOL LLC	 		 	GOOGLE INC.
					
	By:	 	 /s/ Steven Quan
	 		 	By:	 	 /s/ Joan Braddi

	Name:	 	 Steven Quan
	 		 	Name:	 	 Joan Braddi

	Title:	 	 VP, Business Development
	 		 	Title:	 	 VP Search Services

	Date:	 	 2/29/08
	 		 	Date:	 	 Feb. 29, 2008


 

 
 List of Exhibits 
  

			
	Seventeenth Amendment Exhibit A	  	Carriage Plan
		
	Seventeenth Amendment Exhibit B	  	Exclusive Categories Filters Exhibit for the
		  	AOL Service, AOL.com, CompuServe,
		  	Netscape, Winamp, CityGuide, Weblogs,
		  	Time.com and AOL Latino
		
	Seventeenth Amendment Exhibit C	  	Mock-Up

  


					
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 Seventeenth Amendment Exhibit A 
 [****] 
  


					
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 EXHIBIT A 
 PROMOTIONS 
  

					
	Client ID	 	Channel ID	 	Exclusivities
	 [****]
	 	 	 	 

  

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 Seventeenth Amendment Exhibit B 
 [****] 
  


					
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 EXHIBIT B 
 Exclusivity Categories Filters Exhibit 
 Exclusive
Categories Filter Exhibit 
 The numbers listed below for each Category shall correspond to the numbers identified for the Exclusivities of
the specific promotions under Exhibit A 
  

					
		
	 Category
	  	 URLs

	 
[****]
	  	  

  

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	  	 URLs

	 
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 Seventeenth Amendment Exhibit C 
 Mock Up 
 

 
  


					
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