Exhibit 10.25


 


Pursuant to 17 CFR 240.24b-2, confidential information has been omitted
in places marked “[***]” and has been filed separately with the Securities and
Exchange Commission pursuant to a Confidential Treatment Application filed with
the Commission.


 


Google Services Agreement


 


	
  

  	
   

  	
  Google Inc.

  1600
  Amphitheatre Parkway

  Mountain
  View, CA 94043

  Tel: (650) 623-4000

  Fax:(650) 618-2678

  	
   

  	
  Google SPD Rep:  David Graham

  Google SPD Director: Sanjay Kapoor

  Google
  Sales Engineer: Julian
  Bill

  Google
  Legal Contact: Beth
  Martin,

  Jennifer
  Nam, James Murdock

  



 


	
  CUSTOMER
  (FULL LEGAL NAME): IAC/InterActiveCorp

  	
   

  	
  Agreement
  Effective Date: January 1, 2008

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Corporate
  Contact Information:

  	
   

  	
  Billing
  Contact Information:

  	
   

  	
  Legal
  Notices to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
  Greg
  Blatt

  	
   

  	
  As
  provided by IAC for each IAC Site Affiliate

  	
   

  	
  Greg
  Blatt

  	
   

  
	
  Title:

  	
   

  	
  EVP,
  General Counsel

  	
   

  	
   

  	
   

  	
  EVP,
  General Counsel 

  	
   

  
	
  Address, City, State,

  Postal Code, Country:

  	
   

  	
  555
  W. 18th Street
 New York, NY 10011

  	
   

  	
   

  	
   

  	
  555
  W. 18th Street

  New York, NY 10011

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Phone:

  	
   

  	
  212-314-7274

  	
   

  	
   

  	
   

  	
  212-314-7274

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Email:

  	
   

  	
  blatt@iac.com

  	
   

  	
   

  	
   

  	
  blatt@iac.com

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Technical Contact:

  	
   

  	
  Name:
  As provided by IAC for each IAC Site Affiliate

  	
   

  	
  Email:

  	
   

  	
  Tel:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Customer
  Wire Transfer Info (if applicable):

  	
   

  	
  D&B
  DUNS Number:

  	
   

  	
  VAT/Tax
  Number:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Initial
  Services Term: January 1, 2008 – December 31, 2012

  	
   

  



 


	
  [***]

  



 


	
  [***]

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  



 


	
  [***]

  	
   

  	
   

  [***]

  	
   

  	
   

  [***]

  	
   

  



 


	
  ADSENSE
  SERVICES

  



 


	
  ADSENSE FOR SEARCH (“AFS”)

  	
   

  	
  AFS
  Revenue Share

  Percentage for Sites

  (%)

  	
   

  	
  AFS
  Revenue Share

  Percentage for

  Syndicated Sites (%)

  	
   

  	
  Specifications

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  x AdSense for Search

  AFS Site: See Exhibit A.

  	
   

  	
  [***]

  	
   

  	
  [***]

  	
   

  	
  Ads/Results Page Minimum Number: [***]

   

  See Exhibit B for other AFS Specifications

  



 


Confidential


 


1

















 


	
  ADSENSE FOR CONTENT (“AFC”)

  	
   

  	
  AFC Revenue Share

  Percentage (%)

  	
   

  	
  Specifications

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  x AdSense for Content

  AFC Site: See Exhibit A

  	
   

  	
  [***]

  	
   

  	
  Ads/Results Page Minimum Number: [***]

   

  See Exhibit D for AFC Specifications

  



 


	
  To Be Completed By Google Finance

  
	
   

  
	
  Customer
  PO #:

   

  o
  Credit Check Complete

  	
   

  	
  Currency:

  x US Dollar 

  o Japanese Yen

  o Other:

  



 


2

















 


This
Google Services Agreement (“Agreement”)
is entered into by and between Google Inc., on behalf of itself and its
Affiliates (“Google”) and  IAC/InterActiveCorp, a corporation formed under the laws of
Delaware  (“IAC”).  This Agreement, effective as of January 1,
2008 (“Effective Date”), sets forth the terms
and conditions under which Google makes certain Services available to IAC and
certain of its Affiliates.


 


1.             General Definitions.


 


1.1      “Above-the-fold” means that portion of an Internet browser
that is visible to any End User at a minimum resolution of 800 by 600 pixels without
scrolling within the applicable Web page, as viewed through an Internet browser
application considered among the top two (2) most widely used from time to
time.


 


1.2      “Ads” or “Advertising Results”
means advertisements served by Google under the Agreement.


 


1.3      “AFC Ads” means the advertisements provided by Google to the IAC Site Affiliates under this
Agreement through Google’s AFC Service.


 


1.4      “AFC Percentage” means the percentage set forth under the
title “AFC Revenue Share Percentage” on
the Cover Page of this Agreement.


 


1.5      “AFC Protocol” means the protocol provided
by Google for accessing the AFC Services, as such protocol may be updated by
Google from time to time.


 


1.6      “AFC Request” means a request for AFC Ads (including requests
for [***]) in connection with a pageview of a page on which AFC Ads are to
be displayed.


 


1.7      “AFC Results Set” means the set of AFC Ads transmitted by
Google in response to an AFC Request.


 


1.8      “AFC Revenues”
for any period during the Services Term means ad revenues that are recognized by Google in such
period and attributed to AFC Ads displayed on the AFC Sites in such period in
accordance with the requirements of this Agreement. [***]


 


1.9      “AFC Service”
means [***] the AdSense for Content Service.


 


1.10    “Affiliate” means, with respect to either party, any
corporation, firm, partnership, person or other entity, whether de jure or de
facto, which directly or indirectly owns, is owned by or is under common
ownership with such party, and any person, firm, partnership, corporation or
other entity actually controlled by, controlling or under common control with
such party.  [***]


 


1.11    “AFS Ads” means the advertisements provided by Google to the IAC Site Affiliates under this
Agreement through Google’s AFS Service.


 


1.12    “AFS Percentage for Sites” means the percentage set forth
under the title “AFS Revenue Share Percentage for Sites” on the Cover Page of
this Agreement.


 


1.13    “AFS Percentage for [***]” means the percentage set forth
under the title “AFS Revenue Share
Percentage for [***]” on the Cover Page of this Agreement.


 


1.14    “AFS Protocol” means the protocol provided
by Google for accessing the AFS Services, as such protocol may be updated by
Google from time to time.


 


1.15    “AFS Query” means a query sent to Google by the IAC Site Affiliates to be
processed by Google’s AFS Service as permitted herein.


 


1.16    “AFS Results Set” means the set of AFS Ads transmitted by
Google to the IAC Site Affiliates in
response to an AFS Query.


 


3

















 


1.17    “AFS Revenues”
for any period during the Services Term means ad revenues from Sites [***] that are recognized by Google in such
period and attributed to AFS Ads displayed on the AFS Sites [***], in such
period in accordance with the requirements of this Agreement.  [***].


 


1.18    “AFS Service” means,
[***] the AdSense for Search Service.


 


1.19    [***]


 


1.20    [***]


 


1.21    “Brand Features” means the trade names,
trademarks, service marks, logos, domain names, and other distinctive brand
features of each party, respectively, as secured by such party from time to
time.


 


1.22    [***]


 


1.23    “Client Application” means any application, plug-in, helper,
component or other executable code that runs on user’s computer; examples of
Client Applications include those that provide instant messaging, chat, email,
data, file viewing, media playing, file sharing, games, internet navigation,
search and other services.  [***]


 


1.24    “Client ID” means a unique alphanumeric code
provided to and used by the IAC Site Affiliates as permitted herein.


 


1.25    “Customer Content” means any editorial, text, graphic,
audiovisual, and other content that is served to End Users of the Sites, [***]
and that is not provided by Google.


 


1.26    “Destination Page” means any Web page which
may be accessed by clicking on any portion of an Advertising Result.


 


1.27    [***]


 


1.28    “End Users” of a particular Site [***] means individual,
human end users who visit or use the applicable Site [***].


 


1.29    “Google Administrative Console” means a password protected
area of Google’s website which allows the IAC Site Affiliates to view reports
and update contact information [***].


 


1.30    “Google Protocols” means any of Google’s then current
protocols for accessing and implementing the Services.


 


1.31    “IAC Site Affiliates” means, at any given time, those of IAC’s
Affiliates which (i) operate and manage the day-to-day activities of one
or more of the Sites, or (ii) manage the provision of the [***] to one or
more of the [***].  In the event IAC
either (i) operates and manages the day-to-day activities of one or more
of the Sites, or (ii) manages the provision of the [***] to one or more of
the [***], then IAC shall also be included in the definition of IAC Site
Affiliates.


 


1.32    “IAC Party”
means IAC or any of its Affiliates and “IAC
Parties” means IAC and its Affiliates.


 


1.33    “Intellectual Property Rights” means any and
all rights existing from time to time under patent law, copyright law,
semiconductor chip protection law, moral rights law, trade secret law,
trademark law, unfair competition law, publicity rights law, privacy rights
law, and any and all other proprietary rights, as well as, any and all
applications, renewals, extensions, restorations and re-instatements thereof,
now or hereafter in force and effect worldwide.


 


1.34    [***]


 


1.35    “Query” or “Queries” means
the AFS Queries [***].


 


4

















 


1.36    “Results Page” means a Web page on which Google
Advertising Results are displayed.


 


1.37    [***]


 


1.38    “Services” means the [***], AFS Service and AFC Service,
collectively.


 


1.39    “Site(s),” as that term is used in this Agreement, means the
AFS Site(s) and AFC Site(s) collectively.  The “AFS Site(s)”
and “AFC Site(s)” are those websites as set
forth in Exhibit A, as the same may be amended from time to time as
follows.  IAC may add to the list of AFS
Sites and/or AFC Sites [***], provided that in each such case, the websites
conform to the requirements set forth in this Agreement.  With Google’s prior written approval, IAC may
add to the list of AFS Sites and/or AFC Sites from time to time [***], provided
that the websites conform to the requirements set forth in this Agreement.  [***]


 


1.40    [***]


 


1.41    [***]


 


1.42    “Valid IP Addresses” means those Internet
protocol addresses provided by the IAC Site Affiliates and approved by Google
prior to implementation of the applicable Services.  The list of Valid IP Addresses may be
modified by the IAC Site Affiliates upon forty-eight (48) hours notice to
Google via the online Google Administration Console [***] or such other URL as
may be updated by Google from time to time.


 


1.43    [***]


 


2.             AFS Service Provisions


 


2.1      Scope
of AdSense for Search Services.  Google will provide the IAC Site
Affiliates with AFS Ads through its AFS Service for display on the
AFS Sites [***] as permitted
herein.  The parties agree to work
in good faith to ensure prompt implementation of the AFS Services on each AFS
Site [***]


 


2.2      Implementation
of AFS Services.  Unless
otherwise mutually agreed upon, the IAC Site Affiliates shall implement the AFS
Services in a manner that conforms to the AFS Specifications set forth in the
cover pages of this Agreement and conforms to Google’s brand treatment
guidelines for AFS Services as updated by Google from time to time [***] or
such other URL as Google may provide from time to time (“AFS Guidelines”),
in each case [***] that [***] complies with the reasonable technical and
implementation requirements provided by Google from time to time, including
those instructions contained in the documentation setting forth the AFS
Protocol.


 


2.3      AFS
Queries.  Unless (and then only to the extent)
otherwise approved by Google in writing, IAC understands and agrees and the IAC
Site Affiliates shall ensure that:  (a) queries
sent to Google for processing under its AFS Service [***], and (b) the IAC
Site Affiliates shall send such AFS Queries to Google for processing under its
AFS Services [***].  Notwithstanding
anything to the contrary, Google will have no obligation to process AFS Queries
that are not sent in compliance with the requirements of this Agreement.  [***]


 


2.4      [***].  Each IAC Site Affiliate shall deliver to
Google all of the queries from its [***]  and except as otherwise
provided herein, display on AFS Sites [***] the number of AFS Ads as set forth
on the cover page of the Agreement, as available (or more [***]).  To the extent available, AFS Ads shall be
provided to each IAC Site Affiliate by Google in response to each AFS Query
submitted to Google as described herein. [***]


 


2.5      Operation
of AFS Services.  Each IAC Site Affiliate shall ensure that
each AFS Query from its Sites will [***] request no fewer than the minimum
number of AFS Ads per AFS Results Page stated in the Cover Page(s) of
this Agreement.  Upon Google’s receipt of
an AFS Query, Google shall transmit an AFS Results Set with the number of AFS
Ads requested by an IAC Site Affiliate, to the extent available, via Google’s
network interface in accordance with the AFS Protocol.  The IAC Site Affiliates shall then display, in
each instance, the entire AFS Results Set that corresponds to such AFS Query on
the applicable AFS Site [***] in the manner contemplated by this Agreement,
without editing, filtering, reordering, truncating, adding content to or
otherwise modifying such AFS Results Set, provided that [***].


 


5

















 


2.6      IAC
Responsibilities.  Google shall not be responsible for receiving
queries directly from the IAC Site Affiliates’ End Users, for transmission of
data between the IAC Site Affiliates and Google’s network interface or for
displaying the Result Sets to the IAC Site Affiliates’ End Users [***].  The IAC Site Affiliates, at their own
expense, shall be responsible for providing customer support services to its
End Users.


 


2.7      Labeling,
Branding and Attribution.  IAC and/or the IAC Site Affiliates shall
ensure that each AFS Ad, or each cluster or grouping of AFS Ads, is
unambiguously marked as [***] “Sponsored Listings,” [***].


 


2.8      License
to AFS Protocol.  Google
grants to IAC and the IAC Site Affiliates a limited, nonexclusive and
non-sublicensable license during the Services Term to use the AFS Protocol
solely for the purpose of transmitting AFS Queries and other required
information and receiving AFS Result Sets, as applicable, solely to the extent
permitted hereunder.  Except to the
limited extent expressly provided in this Agreement, Google does not grant, and
no IAC Party shall acquire, any right, title or interest (including, without
limitation, any implied license) in or to any Google Intellectual Property
Rights; and all rights not expressly granted herein are reserved to Google.


 


3.             AFC Service Provisions


 


3.1      Scope
of AdSense for Content Services.  [***]


 


3.2      Implementation
of AFC Services.  Unless otherwise agreed to by Google in
writing,  the IAC Site Affiliates shall
implement AFC Services in a manner that conforms to the AFC Specifications set
forth in the Cover Page(s) of this Agreement and conforms to Google’s
brand treatment guidelines for AFC Services as updated by Google from time to
time [***] (collectively, the “AFC Guidelines”)
in each case, in a manner which [***] complies with the technical and
implementation requirements provided by Google from time to time, including
those instructions contained in the documentation setting forth the AFC
Protocol.


 


3.3      AFC
Requests.  The IAC Site Affiliates shall request and
display AFC Ads as provided herein.  Each
AFC Request must contain [***] provided and used as specified by Google.  Upon Google’s receipt of an AFC Request as
described above, Google will transmit an AFC Results Set which includes the
number of AFC Ads requested by IAC Site Affiliates, to the extent available,
via Google’s network interface in accordance with the AFC Protocol.  The IAC Site Affiliates’ code shall, in each
instance, ensure the display of the entire AFC Results Set that corresponds to
such AFC Request in the manner contemplated by this Agreement, without editing,
filtering, reordering, truncating, adding content to or otherwise modifying
such AFC Results Set.  The IAC Site
Affiliates will not send more than [***] per pageview unless otherwise
authorized by Google.  Notwithstanding
anything to the contrary, Google will have no obligation to process AFC
Requests that are not sent in compliance with the requirements of this
Agreement.  [***]


 


3.4      Labeling;
Branding and Attribution.  IAC and the IAC Site Affiliates shall ensure
that each AFC Ad, or each cluster or grouping AFC Results Set, is unambiguously
identified with the label [***] “Sponsored Listings,” [***] or other comparable
designation as mutually agreed by the parties [***].


 


3.5      License
to AFC Protocol.  Google grants to IAC and the IAC Site
Affiliates a limited, nonexclusive and non-sublicensable license during the
Services Term to use the AFC Protocol solely for the purpose of transmitting
AFC Requests and other required information and receiving AFC Results Sets
solely to the extent permitted hereunder. 
Except to the limited extent expressly provided in this Agreement, Google
does not grant, and no IAC Party shall acquire, any right, title or interest
(including, without limitation, any implied license) in or to any Google
Intellectual Property Rights; and all rights not expressly granted herein are
reserved to Google.


 


4.             Services
Implementation.  The IAC Site Affiliates shall implement the
Services in accordance with this Agreement. 
If Google notifies an IAC Site Affiliate of an implementation problem on
its Sites, [***].  The IAC Site
Affiliates shall [***] implement adequate corrective modifications to solve any
such implementation problem as reasonably required by Google. The IAC Site
Affiliates shall [***] monitor and immediately disable any access or use by
third parties that is not in compliance with this Agreement (including without
limitation, spammers or any third party websites) (such access or use, “Unauthorized Use”). If Google notifies an IAC Site Affiliate
of Unauthorized Use on its Sites, then IAC and/or the IAC Site Affiliate shall
immediately disable such Unauthorized Use.


 


6

















 


5.             Ownership,
Rights.  The IAC Site Affiliates shall (i) own
and control [***] percent [***] of the Site(s) [***], and (ii) otherwise
have and maintain throughout the Services Term all rights, authorizations and
licenses that are required with respect to the Site(s), [***] to permit Google
to perform the Services contemplated under this Agreement.


 


6.             Customer
Content.  Site [***] content controlled by the IAC Site
Affiliates shall not contain any obscene, hate-related or excessively violent
content or contain any other material, products or services that violate or
encourage conduct that would violate any criminal laws, any other applicable
laws, or any third party rights (“Unacceptable Content”).
[***]


 


7.             [***]


 


7.1      [***]


 


(a) 
[***]


 


(b) 
[***]


 


(c) 
[***]


 


7.2          [***]


 


(a) [***]


 


(b) [***]


 


(c) [***]


 


(d) [***]


 


8.             [***]


 


8.1     [***]


 


8.1.1
[***]


 


8.1.2
[***]


 


8.2      [***]


 


8.3      [***]


 


9.             Beta
Features.
Certain Services may include Beta Features [***].  Beta Features are provided “as is” and any
use thereof shall be undertaken solely at IAC’s and/or an IAC Site Affiliate’s
own risk.  Google reserves the right, in
its sole discretion, to include or cease providing Beta Features as part of any
Services at any time.


 


10.          Prohibited Actions.  IAC and
the IAC Site Affiliates shall not [***]:


 


10.1    edit,
modify, truncate, filter or change the order of the information contained in
any Advertising Results (either individually or collectively) [***];


 


10.2    frame
any Results Page or Destination Page as a separate HTML document
within a frame;


 


10.3    redirect
an End User away from the Destination Page, provide a version of the
Destination Page different from the page an End User would access by
going directly to the Destination Page, intersperse any content between an
Advertising Result and the corresponding Destination Page or implement any
click tracking or other monitoring of Advertising Results [***];


 


7

















 


10.4    display
any Advertising Results in pop-up, pop-under, exit windows, expanding buttons,
or animation;


 


10.5    display
any Advertising Results to any third parties other than End Users;


 


10.6    minimize,
remove or otherwise inhibit the full and complete display of any Advertising
Results, and the corresponding Destination Pages;


 


10.7    [***];


 


10.8    directly
or indirectly access, launch and/or activate the Services through or from, or
otherwise incorporate the Services in, any software application, website or other
means other than the Sites [***];


 


10.9    transfer,
sell, lease, syndicate, sub-syndicate, lend, or use for co-branding,
timesharing, service bureau or other unauthorized purposes any Services or
access thereto (including, but not limited to [***] Advertising Results, or any
part, copy or derivative thereof) [***];


 


10.10  [***];


 


10.11  directly
or indirectly generate queries, or impressions of or clicks on Search or
Advertising Results, through any automated, deceptive, fraudulent or other
invalid means (including, but not limited to, click spam, robots, macro
programs, and Internet agents [***];


 


10.12  [***];


 


10.13  encourage
or require End Users or any other persons, either with or without their
knowledge, to click on Advertising Results or enter queries through offering
incentives or any methods that are deceptive or fraudulent (each of the
foregoing in subsections 10.11, 10.12 and 10.13 a “Fraudulent
Act”) [***];


 


10.14  modify,
adapt, translate, prepare derivative works from, decompile, reverse engineer,
disassemble or otherwise attempt to derive source code from any Services, the
Google Protocol, or any other Google technology, content, data, routines,
algorithms, methods, ideas design, user interface techniques, software,
materials, and documentation [***];


 


10.15  remove,
deface, obscure, or alter Google’s copyright notice, trademarks or other
proprietary rights notices affixed to or provided as a part of any Services,
the Google Protocol, or any other Google technology, software, materials and
documentation;


 


10.16  “crawl”,
“spider”, index or in any non-transitory manner store or cache Advertising
Results, or any part, copy or derivative thereof; or


 


10.17  create
or attempt to create a substitute or similar service or product through use of
or access to any of the Services or proprietary information related thereto
[***].


 


10.18  [***]


 


11.          [***]


 


12.          [***] Tracking.  Notwithstanding anything to the contrary in
this Agreement, Google may track the performance of Ads displayed on the Sites
[***].


 


13.          Filters.


 


13.1    Initial
Blocklist.  IAC Site Affiliates may, at their option,
provide Google with a list of URLs for URL Blocking (the “Blocklist”),
which initial Blocklist for each Client ID is attached hereto as Exhibit F. 
[***]  Google will use
commercially reasonable efforts to exclude from Ads served under this Agreement
Ads that contain the URLs set forth in Exhibit F;
provided that in all cases, the parties


 


8

















 


acknowledge and agree that
there will be occasions where Ads are not excluded in accordance with this
section despite the commercially reasonable efforts of Google [***].


 


13.2    Updates
to Blocklist.  IAC Site Affiliates may request that Google
update the Blocklist no more than once every [***] days for Sites, and no more
than once every [***] days for [***]. 
Google will add each set of URLs to the Blocklist [***] of Google’s
receipt of such update request [***].


 


13.3    Other
Filters.  Certain Services may contain other filtering
capability, including, without limitation, SafeSearch, Country Restrict,
Language Restrict, and AdSafe. 
[***].  Notwithstanding anything
to the contrary, if IAC or an IAC Site Affiliate elects to enable any such
filters, (a) it is that party’s responsibility to enable such features in
accordance with the instructions provided by Google in the applicable Service
protocol, and (b) Google cannot and does not make any representation,
warranty or covenant that all results will be limited to results elected by
enabling such filter(s).  For example,
but without limiting the foregoing, if an IAC Site Affiliate elects SafeSearch,
Country Restrict, Language Restrict and/or AdSafe, Google cannot ensure and
does not make any representation, warranty or covenant that all results will be
limited to the countries or languages selected or that all objectionable
results will be prevented.


 


14.          Updates or Modifications.


 


14.1  [***]


 


14.1.1     [***]


 


14.1.2     [***]


 


14.1.3     [***]


 


14.1.4     [***]


 


14.2  [***]


 


14.3  To the Sites.  IAC and
each IAC Site Affiliate may update the design, content or underlying technology
of the Sites in a manner consistent with its obligations contained herein;
provided that IAC and/or each IAC Site Affiliate agrees that it shall keep
Google informed of all planned material updates to such Sites which can
reasonably be expected to impact the Services.


 


15.          Assignment of Client IDs. 
[***]


 


16.          Test Queries.


 


16.1        Google
Test Queries.  During the Services Term, Google shall
have the right to send uncompensated queries (to test both the AFS and AFC
Services) using automated processes to the Sites, [***] in order to verify that
Ads are being served in compliance with the terms of this Agreement, to monitor
or optimize the Services, and to enable Google to respond to IAC’s and/or the
IAC Site Affiliates’ requests to test products or services on the Sites,
[***].  During each month of the Services
Term, Google may (i) send uncompensated queries and if so, shall use
commercially reasonable efforts to send an amount no greater than [***] percent
[***] of the total number of Queries and AFC Requests, during such month; and (ii) conduct
automated testing of the Sites, [***] from a block of pre-identified IP
Addresses.


 


16.2        [***]


 


17.          Reports.  Google
will provide each IAC Site Affiliate with up-to-date online status reports via
the Google Administrative Console for each [***] IAC Site Affiliate.  [***]


 


18.          Data.


 


18.1    Definition
of IAC Data.  The parties agree that, as between IAC and
Google, any data or information [***] prior to or during the Services Term,
including, without limitation, data or information [***] but not data from
[***].  In addition, as between Google
and IAC, any data or information [***] under this Agreement [***].


 


9














 


18.2    Definition
of Google Data.  The parties agree that, as between IAC and
Google, any data or information [***] without limitation, data or information
from [***]


 


18.3  Permitted and Prohibited Uses.


 


18.3.1     IAC Data. [***]


 


18.3.2     Google Data.  [***]


 


18.3.3      [***]


 


18.3.4      [***]


 


18.3.5     Legally Required Uses.  Notwithstanding the foregoing or anything to the
contrary herein, either party may use the [***] to the extent required by law,
in order to comply with legal process, preventing fraud or imminent harm, and
ensuring the security of its network and services.


 


19.          [***]


 


20.          Additional Features


 


20.1    [***]


 


20.2    [***]


 


20.3    [***]  IAC and the IAC Site
Affiliates shall comply with the Policy Guidelines [***] attached hereto as Exhibit I.  [***] may be updated from time to
time during the Services Term, as further described in the Guidelines [***].


 


20.4    [***]


 


  20.5  [***]


 


20.6    [***]


 


21.          Payment.


 


21.1        Fees and Payment Timeframes.


 


21.1.1     [***]


 


21.1.2     AdSense for Search. 
Subject to the terms and conditions of this Agreement, for each month
during the Services Term, the fees shall be (i) the AFS Percentage for
Sites of AFS Revenues from the Sites, and (ii) AFS Percentage for
Syndicated Sites of AFS Revenues from the Syndicated Sites, attributable to such
month.  For each new AFS Site, Google’s
obligation to make payments under this Section shall not commence until
Google’s technical personnel provide written approval of an IAC Site Affiliate’s
initial implementation of the AFS Service on such new AFS Site, which shall not
be unreasonably withheld or delayed. 
[***]  For the avoidance of doubt,
actual payments (i.e., which entity receives payment for which AFS Site) shall
be in accordance with Section 21.3.


 


21.1.3     AdSense for Content. Subject to the terms and conditions of
this Agreement, for each month during the Services Term, the fees shall be the
AFC Percentage of AFC Revenues attributable to such month.  For each new AFC Site, Google’s obligation to
make payments under this Section shall not commence until Google’s
technical personnel provide written approval of an IAC Site Affiliate’s initial
implementation of the AFC Service on such new AFC Site, which shall not be
unreasonably withheld or delayed. 
[***]  For the avoidance of doubt,
actual payments (i.e., which entity receives payment for which AFC Site) shall
be in accordance with Section 21.3.


 


21.2    Non-Qualifying
Ads.  Notwithstanding any of the foregoing, Google
shall not be liable for payment in connection with (a) any amounts which
result from invalid queries, or invalid impressions of (or 


 


10

















 


clicks on) Ads, generated by
any person, bot, automated program or similar device, including, without
limitation, through any Fraudulent Act, in each case as reasonably determined
by Google [***] or (b) impressions of Ads or clicks on Ads delivered
through an implementation which is not initially approved by Google pursuant to
this Agreement or subsequently fails to meet Google’s implementation requirements
and specifications, [***].  The number of
Queries, and impressions of and clicks on Ads, as reported by Google, shall be
the number used in calculating payments hereunder.  [***]


 


21.3  Methods of Payment.


 


21.3.1     Payments to Google. 
All monthly payments due to Google shall be in the currency specified
herein.  Any charges for converting
foreign currency shall be the responsibility of IAC and/or the IAC Site
Affiliates and shall be invoiced accordingly.  
If paid in US dollars, payments to Google shall be made via wire
transfer with the following instructions:


 


	
  [***]

  	
   

  	
  ABA#
  [***]

  	
   

  	
  Account
  # [***]

  
	
  [***]

  	
   

  	
  [***]

  	
   

  	
  Federal
  Tax I.D. # [***]

  



 


21.3.2     Payments to IAC. 
Payments to IAC, or the IAC Site Affiliate as applicable, shall be made
monthly pursuant to the wire transfer instructions specified on the Cover Page of
this Agreement.  IAC may provide
different payment instructions for different Sites [***].  For any Site which received Services prior to
the Effective Date, Google shall make payments pursuant to the pre-existing
payment instructions.  In addition,
Google may, at its option, offset any payment obligations to IAC and/or the IAC
Site Affiliates that Google may incur hereunder against any product or service
fees (including late fees) owed and not yet paid by IAC and/or the IAC Site
Affiliates under this Agreement, in addition to whatever other rights and
remedies Google may have hereunder.  In
addition, Google reserves the right to withhold and offset against its payment
obligations hereunder, or require IAC and/or the IAC Site Affiliates to pay to
Google (within thirty (30) days of any invoice therefor), any amounts Google
may have overpaid to IAC and/or the IAC Site Affiliates in prior periods.


 


21.4    Taxes
and Other Charges.  All payments
under the Agreement are exclusive of taxes imposed by any governmental
entity.  IAC and/or the IAC Site
Affiliates shall
pay any applicable taxes, including sales, use, personal property, value-added,
excise, customs fees, import duties or stamp duties or other taxes and duties
imposed by governmental entities of whatever kind and imposed with respect to
the transactions for services provided under the Agreement, including penalties
and interest, but specifically excluding taxes based upon Google’s net
income.  When Google has the legal
obligation to collect any applicable taxes, the appropriate amount shall be
invoiced to and paid by IAC and/or the IAC Site Affiliates “net thirty (30)
days” from the date of invoice or other notification.  IAC and the IAC Site Affiliates shall
promptly provide Google with such documentation as may be required by the
applicable governmental entity in order for Google to process payments
hereunder (including, without limitation, a valid certificate of exemption from
obligation to pay taxes as authorized by the appropriate governmental entity),
and Google may withhold any payments required to be made hereunder until IAC
and/or the IAC Site Affiliates has provided such documentation.  IAC and the IAC Site Affiliates shall
promptly provide Google with original or certified copies of all tax payments
or other sufficient evidence of tax payments at the time such payments are made
pursuant to the Agreement.


 


21.5  Audit rights.


 


21.5.1     [***]


 


21.5.2     Google Audit Rights.  Upon fifteen (15) business days prior written
notice, Google, at its own expense, may retain a nationally recognized
independent auditor (whose fees are not contingency based) to review and audit
IAC’s and/or an IAC Site Affiliate’s relevant records to verify IAC’s and/or an
IAC Site Affiliate’s compliance with the requirement to [***].  Such audit shall:  (a) be subject to IAC’s and/or an IAC
Site Affiliate’s reasonable security and confidentiality requirements; (b) occur
no more than once every six (6) months and not during the first or last
three (3) weeks of a calendar quarter, but if two (2) successive
audits show that IAC and the IAC Site Affiliates are in compliance, then the
frequency of audits shall occur no more than once every twelve (12) months, and
(c) transpire during IAC’s and/or an IAC Site Affiliate’s normal business
hours.  If the audit results in showing
non-compliance with [***], then IAC and/or the IAC Site Affiliates shall remedy
and pay for the reasonable costs associated with such audit.


 


11

















 


21.5.3     Officer’s Certificate.  At Google’s written request, but no more often
than once every calendar quarter during the Term, IAC shall provide Google with
a written certificate signed by an authorized officer of IAC that certifies as
of the date of such certificate the IAC Site Affiliates are compliance with
[***].


 


21.6        [***]


 


22.          Confidentiality; PR.


 


22.1    Confidential
Information.
Each party (the “Receiving Party”) understands that
the other party (the “Disclosing Party”)
has disclosed or may disclose information of a confidential nature including,
without limitation, data or other materials that is (a) clearly and
conspicuously marked as “confidential” or with a similar designation; (b) is
identified by the Disclosing Party as confidential and/or proprietary before,
during, or promptly after presentation or communication; or (c) is
disclosed in a manner which the Discloser reasonably communicated, or the
Receiving Party should reasonably have understood under the circumstances that
the disclosure should be treated as confidential, whether or not the specific
designation “confidential” or any similar designation is used (“Confidential Information”).


 


22.2    Disclosure
and Use.   Except with the prior written
consent of the Disclosing Party, neither party shall (i) disclose any
Confidential Information other than to employees and contractors who have a
need to know and any disclosure to contractors may only be to contractors who
have signed a non-disclosure agreement to protect the confidential information
of third parties; (ii) make copies or allow others to make copies of such
Confidential Information except as is reasonably necessary for internal
business purposes to fulfill the obligations of this Agreement; or (iii) remove
or export any such Confidential Information from the country of the Receiving
Party to the extent prohibited by applicable export laws.  The Receiving Party shall treat the
Confidential Information with at least the same degree of care and protection
as it would use with respect to its own Confidential Information of a similar
nature, but in no event less than a reasonable standard of care. The foregoing
obligations shall survive for a period of [***] years following the termination
or expiration of this Agreement, except in the case of source code, in which
case the foregoing obligations shall be perpetual. In addition, nothing in this
Agreement shall prohibit or limit either party’s use or disclosure of
information (a) previously known to it without obligation of confidence, (b) independently
developed by or for it without use of or access to the other party’s
Confidential Information, (c) acquired by it from a third party which is
not under an obligation of confidence with respect to such information, or (d) which
is or becomes publicly available through no breach of this Agreement.  A party may disclose Confidential Information
that is required to be disclosed by operation of law, court order or other
governmental demand provided the Disclosing Party is given prompt notice of
such requirement and the scope of such disclosure is limited to the extent
possible.   Each party shall use
Confidential Information of the other party solely for the purposes of
fulfilling its obligations or exercising its rights under this Agreement or as
expressly permitted in this Agreement.


 


22.3    Injunctive  Relief.  The parties acknowledge and agree that breach
of this Section 22 may cause irreparable injury for which monetary damages
are not an adequate remedy.  Accordingly,
each party may seek injunctive relief and any other available equitable
remedies to enforce the provisions of this section, without posting a bond if
otherwise required by law.


 


22.4    Confidentiality
of Agreement.  Each party agrees that the terms of this Agreement
shall be deemed Confidential Information of the other party, provided that in
addition to the permitted disclosures under Section 13.2, either party may
disclose the terms of this Agreement (i) if required to do so by law or
generally accepted accounting principles, (ii) as required to assert its
rights hereunder, and (iii) to its own directors, employees, attorneys,
accountants, and other advisors on a “need to know” basis and under an
obligation of confidentiality no less stringent than set forth herein. Each
party agrees that the Disclosing Party will be given prompt notice of any
disclosure made pursuant to clause (i) or (ii) above, and that any
such disclosure shall be limited to the extent possible.  Notwithstanding the foregoing, in the event
that IAC is required to file a copy of this Agreement or a summary of this
Agreement with the Securities and Exchange Commission, the parties shall create
a mutually agreeable redacted Agreement or a mutually agreeable summary that
complies with applicable laws and regulations.


 


22.5    PR. 
Neither party shall issue any press release or other public statement
[***] in connection with this Agreement without the other party’s prior review
and approval.


 


12

















 


23.      Intellectual Property; Brand Feature Licenses.


 


23.1    Google
Rights.  As between the IAC Parties and Google, IAC
agrees that no IAC Party will claim or acquire, based on this Agreement or use
of the Services hereunder, any right, title or interest in the Services or to
the Intellectual Property Rights associated with the Services, except for the
limited use rights expressly set forth in this Agreement.  The IAC Parties shall not modify, adapt,
translate, prepare derivative works from, decompile, reverse engineer,
disassemble or otherwise attempt to derive source code of the Services, any
Google Protocols, Google Brand Features, or any other software, or
documentation associated with the Services. 
The IAC Parties will not remove, obscure, or alter Google’s copyright
notice, trademarks, or other proprietary rights notices affixed to or contained
within any Google Services, software, or documentation. Notwithstanding
anything to the contrary in this section, to the extent that an IAC Party owns
Intellectual Property Rights, this Agreement is not a grant of license to
Google of any of those rights, nor does anything in this Agreement serve as a
waiver of those rights.


 


23.2    IAC
Rights.  As between Google and the IAC Parties, Google
agrees that it will not claim or acquire, based on this Agreement or provision
of the Services hereunder, any right, title and interest in (i) the
Intellectual Property Rights associated with the Customer Content; and (ii) the
Customer Content, except for the limited use rights expressly set forth in this
Agreement.  Notwithstanding anything to
the contrary in this section, to the extent that Google owns Intellectual
Property Rights, this Agreement is not a grant of license to any IAC Party of
any of those rights except as expressly provided for herein, nor does anything
in this Agreement serve as a waiver of those rights.


 


23.3    Brand
Feature License.  Each party will submit all materials of any
kind containing the other party’s Brand Features to the other party for
approval prior to each distribution. 
Except as set forth in this Section, nothing in this Agreement shall
grant or shall be deemed to grant to one party any right, title or interest in
or to the other party’s Brand Features. 
All use by Google of any IAC or IAC Site Affiliate Brand Features
(including any goodwill associated therewith) shall inure to the benefit of IAC
and/or the IAC Site Affiliates and all use of Google’s Brand Features
(including any goodwill associated therewith) shall inure to the benefit of
Google.  At no time during or after the
Services Term shall one party assert rights in the Brand Features of the other
party (except to the extent this restriction is prohibited by applicable law)
or the registration thereof by the other party, nor shall either party attempt to
register any Brand Features or domain names that are confusingly similar to
those of the other party.


 


23.3.1     License to Google Brand Features.  Subject to the limitations set forth herein,
Google hereby grants IAC a nontransferable, nonexclusive license during the
term to: (a) use Google’s name in securities filings and documents that
are required by law; (b) use Google’s name in press releases (to the
extent permitted under Section 22 (Confidentiality); and (c) include
Google’s Brand Features in presentations and marketing materials; provided that
in each instance described in Sections 23.3.1(b) and 23.3.1(c) of IAC’s
use and/or display of any Google Brand Feature, Google provides its advance
written approval of all such advertising and messaging activities, such
approval not to be unreasonably withheld or delayed.  Unless otherwise permitted in advance by
Google in writing, IAC shall not use or display any Google Brand Features, and
unless otherwise permitted in advance by IAC in writing, Google shall not
include any Google Brand Features in any Result Set or any Ad.  For the avoidance of doubt, no IAC Party
shall use any Google Brand Features in any manner in connection with [***].


 


23.3.2     License to IAC Brand Features.  Except for the right to include IAC, its
Affiliates (which use the Services under this Agreement) and the Sites on a
list of customers who use the Services, this Agreement does not grant Google
any rights to reference or use any IAC Party’s Brand Features.  IAC’s and/or an IAC Site Affiliate’s license
to Google shall be expressly limited to Google specifically referencing IAC
and/or the IAC Site Affiliates as a customer only of the Services and shall not
include any reference that IAC and/or the IAC Site Affiliates utilizes any
other Google product or any reference that is ambiguous enough to cause
confusion as to whether IAC and/or the IAC Site Affiliates uses any other
Google product other than the Services pursuant to this Agreement.


 


24.      Warranties, Disclaimers.


 


24.1    Google
Warranties, Disclaimers.
Google warrants that it has full power and authority to enter into this
Agreement and perform its obligations hereunder.  GOOGLE MAKES NO OTHER WARRANTY OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND
NONINFRINGEMENT.


 


24.2    IAC
Warranties, Disclaimers.  IAC warrants (i) that it has full power
and authority to enter into this Agreement and perform its obligations
hereunder, and (ii) IAC Parties 
shall use information


 


13

















 


provided by Google (including,
without limitation, Results Sets) in a manner that complies with applicable
laws.  IAC AND THE IAC SITE AFFILIATES
MAKE NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR USE, AND NONINFRINGEMENT.


 


25.      Indemnification.


 


25.1    Google
Indemnities.  Google will defend (or at its option
settle), indemnify and hold harmless IAC and its Affiliates (which are
receiving the Services under this Agreement) and their respective officers,
directors, employees and agents from and against any action, loss, cost, claim,
demand, liability or expense, including reasonable attorney’s fees, from a
third party lawsuit or proceeding brought against IAC and/or the IAC Site
Affiliates arising from a claim that: [***] the Services or any Google Brand
Feature infringes any [***] copyright, trade secret or trademark of such third
party (an “IP Claim”); [***].


 


25.2    [***].


 


25.3    IAC
Indemnities.  In addition to IAC’s indemnification
obligations in Exhibit H [***], IAC will defend (or at its option settle), indemnify
and hold harmless Google and its Affiliates and their respective officers,
directors, employees and agents from and against any action, loss, cost, claim,
demand, liability, or expense, including reasonable attorney’s fees, from any
third party lawsuit or proceeding brought against Google arising from: (a) a
claim that the use of the [***] Customer Content, Sites, [***] and/or IAC Party
Brand Features infringe any patent, copyright, trade secret or trademark of
such third party unless such claim is solely caused by IAC’s and/or an IAC
Parties’ use of the Services in accordance with this Agreement; (b) An IAC
Party’s use of the Services in breach of the Agreement or use of the [***]
other than as instructed by Google; and/or (c) an IAC Party’s unauthorized
use of information provided by Google violates applicable data protection laws.


 


25.4    General.  Indemnification shall be provided for any claim
covered under this section and shall be limited to (i) payment by the
indemnifying party (“Indemnitor”) of
all damages and costs finally awarded (including reasonable attorney’s fees)
for such claim, or (ii) settlement costs approved in writing by the
Indemnitor.  The indemnification
obligations set forth in this Agreement shall not apply to the extent
Indemnitor has been prejudiced by the failure of the party seeking
indemnification (“Indemnitee”)
to: (i) promptly notify the Indemnitor of such claim, (ii) provide
the Indemnitor with reasonable information, assistance and cooperation in
defending the lawsuit or proceeding, and (iii) give the Indemnitor full
control and sole authority over the defense and settlement of such claim.  The Indemnitee may join in defense with
counsel of its choice at its own expense. 
Neither party shall agree to any settlement that admits wrongdoing by
the other party or that imposes any non-monetary obligations, or any monetary
obligations not indemnified by the other party, on the other party. The
Indemnitor shall only reimburse the Indemnitee for expenses incurred by the
Indemnitee with the Indemnitor’s prior written approval.


 


25.5    IP
Claims.  [***]


 


25.6
THIS SECTION 25
STATES THE PARTIES’ ENTIRE LIABILITY AND EXCLUSIVE REMEDY WITH RESPECT TO
VIOLATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS [***].


 


26.          Limitation of Liability.


 


26.1  Limitation.


 


26.1.1     SUBJECT
TO SECTION 26.2, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT
LIMITED TO DAMAGES FOR LOST DATA OR LOST PROFITS, HOWEVER CAUSED AND UNDER ANY
THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING
PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH
PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH
DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY STATED HEREIN.


 


26.1.2     SUBJECT
TO SECTION 26.2, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF
THIS AGREEMENT EXCEED [***].


 


14

















 


26.2    Exclusions
to Limitations.
Unless and then only to the extent expressly stated in this Agreement, nothing
in this Agreement shall exclude or limit, and Sections 26.1.1 and 26.1.2 do not
limit, either party’s liability for:


 


(a) amounts
payable pursuant to Section 25 (Indemnification) provided, however, that
in no event shall (i) Google’s liability for any or all claims arising out
of Google’s indemnification obligations with regard to the [***] exceed
[***] and (ii) Google’s liability for any or all claims arising
out of Google’s indemnification obligations with regard to [***] exceed
[***];


 


(b) amounts
payable pursuant to the indemnification provisions set forth in Exhibit H [***];


 


(c) breaches of Section 23
(Intellectual Property, Brand Feature Licenses);


 


(d) breaches of Section 22
(Confidentiality); and


 


(e) any
material breach (for which prompt notice has been given) by either party with
respect to which the breaching party acts with [***], in each case in breach of
the Agreement.  This Section 26.2(e) shall
only apply for damages that cannot be mitigated despite the non-breaching party’s
commercially reasonable efforts and if the non-breaching party terminates the
Agreement, provided, however, that in no event shall either party’s exposure
under this Section exceed [***] with respect to the [***] immediately
preceding the date on which a claim arising out of the AFS or AFC Services
arises ([***], in which case the relevant measurement period shall be the most
recent [***] prior to such material and negative impact).  The non-breaching party may not seek damages
incurred earlier than [***] prior to filing such claim under this Section.  Any claim arising out of the [***] shall be
not be subject to this Section 26.2(e).


 


(f) any
material breach (for which prompt notice has been given) by either party with
respect to which the breaching party [***]. This Section 26.2(f) shall
only apply for damages that cannot be mitigated despite the non-breaching party’s
commercially reasonable efforts, provided, however, that in no event shall
either party’s exposure under this Section 26.2(f) exceed [***].  The non-breaching party may not seek damages
incurred earlier than [***] prior to filing a claim under this Section.  Any claim, other than claims addressed by subsections
(a), (b), (c) and (d) above, arising out of the [***] shall be
subject to this Section 26.2(f).


 


26.3        No
Addition of Liabilities.  The limitations of liabilities set forth
in the Agreement shall not be additive. 
Each party’s aggregate liability for all claims under the Agreement may
never exceed the liability cap ascribed to those claims, and together may never
exceed the highest applicable liability cap [***].


 


26.4        Allocation
of Risk.  The parties agree that this Section 26
represents a reasonable allocation of risk.


 


27.          Term; Termination Provisions.


 


27.1    Services
Term. The
term of this Agreement shall commence on the Effective Date and shall continue
for the period of the Initial Services
Term stated above, unless earlier terminated as provided in this
Agreement.  Thereafter, this Agreement
may be renewed only upon a definitive written agreement signed by the
parties.  For purposes of this Agreement,
the term of any renewal hereunder is referred to as the “Renewal
Term,” and the Initial Services Term, together with the Renewal
Term, if any, may also be referred to as the “Services
Term” or “Term.”


 


27.2    General
Termination Provisions.  Either party may suspend performance, in
whole or in part, or terminate this Agreement in full with written notice: (i) if
the other party materially breaches the Agreement and fails to cure such breach
within [***] after receiving written notice thereof;  (ii) if the other party becomes
insolvent or makes any assignment for the benefit of creditors or similar
transfer evidencing insolvency, or suffers or permits the commencement of any
form of insolvency or receivership proceeding, 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, administrator or receiver appointed
for its business or assets or any part thereof; (iii) if the other party
materially breaches the Agreement with respect to Section 23 (Intellectual
Property; Brand Features License) and fails to cure such breach within [***]
after receiving written notice thereof and such failure causes more than de
minimus harm to the non-breaching party; (iv) if the other party
materially breaches the Agreement with respect to Section 22
(Confidentiality); or (v) if the other party is in material breach (and
has received notice thereof) of the Agreement with respect to [***].


 


15

















 


27.3    Google
Right to Cease Providing Services to Certain Jurisdictions.  Notwithstanding the foregoing, in addition to
the termination rights granted above in Section 27.2, Google may cease
provision of the Services for use in a particular jurisdiction upon [***]
written notice to IAC if Google reasonably determines that it would be illegal
to continue providing the Services in light of applicable laws of that
jurisdiction.


 


27.4    IAC
Termination Rights.  Notwithstanding the foregoing, in addition
to the termination rights granted above in Section 27.2, IAC may terminate
the Agreement if Google fails to cure any material breach of the [***] set
forth in this Agreement within [***] calendar days after receipt of written
notice from IAC of such breach.


 


27.5    Rights
upon Termination.  Upon the expiration or termination of the
Agreement for any reason: (i) all rights and licenses granted by either
party shall cease immediately; (ii) except as otherwise expressly
permitted in Section [***] and [***], each party shall promptly return to
the other party, or destroy and certify the destruction of, all Confidential
Information of the other party; and (iii) each party’s rights to use any
of the other party’s Brand Features, as permitted under the Agreement, shall
cease immediately.


 


28.      Miscellaneous Provisions.


 


28.1    Compliance
with Laws.  Each party shall comply with all laws, rules and
regulations, if any, applicable to it in connection with the performance of its
obligations under the Agreement.


 


28.2    Notices. 
All notices shall be in English and in writing and (a) if sent to
IAC to the address identified on the Cover Page of this Agreement with a
copy to IAC Legal, or as otherwise provided by IAC for various IAC Site
Affiliates, and (b) if sent to Google to such address as provided at:
www.google.com/corporate/address.html or as otherwise provided in writing for
such notice purposes; provided, however, that all invoices and payments shall
be sent to the attention of Google Finance, all legal notices shall be sent to
the attention of the Google Legal Department, and all other correspondence
shall be sent to the attention of the account manager specified by Google.  Notice shall be deemed given (i) upon
receipt when delivered personally, (ii) upon written verification of
receipt from overnight courier, (iii) upon verification of receipt of
registered or certified mail or (iv) upon verification of receipt via
facsimile, provided that such notice is also sent simultaneously via first
class mail.  Either party may update
addresses for purposes of notices with written notice to the other party.


 


28.3    Assignment.


 


28.3.1     Prohibited Assignment. 
Neither party shall assign or otherwise transfer its rights or
obligations under the Agreement, in whole or in part, without the other party’s
prior written approval and any attempt to do so will be null and void.  For purposes of this section, an assignment
will be deemed to include, without limitation, any transaction in which another
party or parties acquire the direct or indirect power to direct the management
and policies of IAC or Google (“Controlling Interest”),
whether by way of merger, consolidation, change of control, sale of all or
substantially all of IAC’s or Google’s securities or assets, contract,
management agreement or otherwise.  [***]


 


28.3.2     [***]


 


28.3.3     [***]


 


28.4    [***]


 


28.5    Sale
of an Asset.  In the event IAC and/or an IAC Site
Affiliate sells or transfers whether by way of merger, consolidation, change of
control, sale of securities or assets, contract, management agreement or
otherwise [***] any Site, then such website shall no longer constitute a Site
under this Agreement [***].


 


28.6    Management
Committee.  [***]


 


28.7    Governing
Law.  The laws of California, excluding California’s
choice of law rules, and applicable federal U.S. laws shall govern the
Agreement.  Each party agrees to submit
to the personal and exclusive jurisdiction of the courts located in Santa Clara
County, California. The parties specifically exclude from application to the
Agreement the United Nations Convention on Contracts for the International Sale
of 


 


16

















 


Goods and the Uniform Computer
Information Transactions Act.  The
parties agree to waive trial by jury. 
For any lawsuit for which there is concurrent jurisdiction in state and
federal court, the parties agree to litigate in federal court, provided that in
no event shall a party be required to split claims from a single lawsuit.


 


28.8    Equitable
Relief.  Either party may seek equitable relief,
including temporary restraining orders or injunctions, in addition to all other
remedies, for breach or threatened breach of an IAC Party’s exclusivity
obligations contained in this Agreement or either party’s obligations contained
in Sections 23 (Intellectual Property; Brand Feature License) or Section 22
(Confidentiality) of this Agreement.


 


28.9    Entire
Agreement.  The parties agree that the Amended and
Restated Advertising Services Agreement between Google and Ask Jeeves, Inc.
dated July 26, 2004 (“Existing Agreement”)
shall remain in effect until December 31, 2007 unless otherwise terminated
as permitted in the Existing Agreement. 
As of January 1, 2008, this Agreement shall supersede any other
prior or collateral agreements, whether oral or written, with respect to the
subject matter hereof and this Agreement (including any exhibits and
attachments thereto), and any terms located at Google URLs referenced pursuant
to the Agreement (which are all incorporated herein by reference), shall
constitute the entire agreement with respect to the subject matter hereof, and
any terms contained in any related purchase order(s) or other documents
pertaining to the subject matter of this Agreement shall be null and void.  In the event of a conflict, inconsistency or
contradiction between a term located at a Google URL incorporated by reference
herein and a term in the body of this Agreement, the term of this Agreement
shall control.  The captions and headings
used in this Agreement are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement.


 


28.10  Amendments. 
Any amendments or modifications to the Agreement must (i) be in writing;
(ii) refer to the Agreement; and (iii) be executed by an authorized
representative of each party.


 


28.11  [***]


 


28.12  No
Waiver.  The failure to require performance of any
provision shall not affect a party’s right to require performance at any time
thereafter; nor shall waiver of a breach of any provision constitute a waiver
of the provision itself.


 


28.13  Severability. 
If any provision is adjudged by a court of competent jurisdiction to be
unenforceable, invalid or otherwise contrary to law, such provision shall be
interpreted so as to best accomplish its intended objectives and the remaining
provisions shall remain in full force and effect.


 


28.14  Survival. 
The following sections of this Agreement will survive any expiration or
termination of this Agreement:  Sections
18 (Data), 21 (Payment), 22 (Confidentiality; PR), 24 (Warranties;
Disclaimers), 25 (Indemnification) to the extent a claim arises during the
Services Term, 26 (Limitation of Liability) and 28 (Miscellaneous).


 


28.15  Independent
Contractors.  The parties hereto are and shall remain
independent contractors and nothing herein shall be deemed to create any
agency, partnership, or joint venture relationship between the parties.  Neither party shall be deemed to be an
employee or legal representative of the other nor shall either party have any
right or authority to create any obligation on behalf of the other party.


 


28.16  No
Third Party Beneficiaries.  The Agreement is not intended to benefit, nor
shall it be deemed to give rise to, any rights in any third party.


 


28.17  Force
Majeure.  Neither party shall be liable for failing or
delaying performance of its obligations (except for the payment of money)  resulting from any condition beyond its
reasonable control, including but not limited to, governmental action, acts of
terrorism, earthquake, fire, flood or other acts of God, labor conditions,
power failures, and  Internet
disturbances.


 


28.18  IAC
and IAC Site Affiliates.  IAC’s rights and remedies set forth in this
Agreement are cumulative and not duplicative and may be enforced solely by IAC
and not by an IAC Site Affiliate and IAC shall be liable for the performance of the IAC Site Affiliates under this
Agreement.


 


17

















 


28.19  Successors;
Counterparts; Drafting; General.  The
Agreement (a) shall be binding on and inure to the benefit of each of the
parties and their respective successors and assigns; (b) may be executed
in counterparts, including facsimile counterparts, each of which will be deemed
an original and all of which when taken together will constitute one and the
same instrument; and (c) shall be construed as if both parties jointly
wrote it.


 


18

















 


IN
WITNESS WHEREOF, the parties have executed this Agreement by persons duly
authorized.


 


	
   

  	
  Google:  GOOGLE INC.

  	
   

  	
  Customer:  IAC/InterActiveCorp

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Omid Kordestani

  	
   

  	
  By:

  	
  /s/
  Greg Blatt

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Print
  Name:  Omid Kordestani

  	
   

  	
  Print
  Name:  Greg Blatt

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:
   Senior Vice President Global Sales and

  	
   

  	
   

  
	
  Business Development

  	
   

  	
  Title:
   Executive Vice President, General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:
   November 8, 2007

  	
   

  	
  Date:
   November 8, 2007

  



 


19














 


List of Exhibits Attached Hereto:


 


Exhibit A


[***]


 


Exhibit B


[***]


 


Exhibit C


[***]


 


Exhibit D


[***]


 


Exhibit E


[***]


 


Exhibit F


[***]


 


Exhibit G


[***]


 


Exhibit H


[***]


 


Exhibit I


[***]


 


Exhibit J


[***]


 


Exhibit K


[***]


 


Exhibit L


[***]


 


Exhibit M


[***]


 


20

















 


Exhibit A


 


[***]


 


21

















 


Exhibit B


 


[***]


 


22

















 


Exhibit C


 


[***]


 


23

















 


Exhibit D


 


[***]


 


24

















 


Exhibit E


 


[***]


 


25

















 


Exhibit F


 


[***]


 


26

















 


Exhibit G


 


[***]


 


27

















 


Exhibit H


 


[***]


 


28














 


Exhibit I


 


[***]


 


29

















 


Exhibit J


 


[***]


 


30

















 


Exhibit K


 


[***]


 


31

















 


Exhibit L


 


[***]


 


32

















 


Exhibit M


 


[***]


 


33