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  Exhibit 10.1    
    


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.


 
 

  AMENDMENT NUMBER FOUR
  TO THE GOOGLE SERVICES AGREEMENT    
    


This
Amendment Number Four to the Google Services Agreement ("Amendment Number Four") effective as of April 1, 2011 (the
"Amendment Number Four Effective Date") is by and between
IAC/InterActiveCorp, a corporation formed under the laws of Delaware ("IAC"), and Google Inc., on behalf of itself and its Affiliates
("Google"). 


 
 

INTRODUCTION    



IAC
and Google entered into a Google Services Agreement, dated as of November 8, 2007, an Amendment Number One to the Google Services Agreement, effective as of January 1, 2008, an
Amendment Number Two to the Google Services Agreement, effective as of February 18, 2009 and an Amendment Number Three to the Google Services Agreement, effective September 1, 2009 (as
amended, the "Services Agreement") pursuant to which Google will provide certain services (as set forth in the Services Agreement) to IAC commencing on
January 1, 2008. The Services Agreement, as amended, and this Amendment Number Four shall be collectively referred to as the "Agreement".
Capitalized terms used in this Amendment Number Four but not defined herein shall have the definitions ascribed to them in the Services Agreement. 


 
 

AGREEMENT    



For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Services Agreement as follows: 


        1.    Term.    The end date of the Initial Services Term on the cover page of the
Agreement is deleted and replaced with the following: March 31, 2016. 



        2.    Revised AFS Revenue Share.    The following paragraphs are added to the AFS Revenue
Share Percentage for Sites on the cover page of the Agreement:  



	(a)
	[***]



	(b)
	[***]




        3.     [***] Exhibit H, Section 5(a) is deleted and replaced with the following: 



[***]




        4.     [***] Section 1 of Exhibit J is
amended to: 



	(a)
	[***]



	(b)
	[***]



	(c)
	[***]




        5.     [***] As of the Amendment Number Four Effective Date, updates to the  [***] set forth in Schedule A will apply. The
second sentence of
Section 20.3 (Client Application Guidelines) of the Agreement is deleted and replaced with the following: 



[***] may be updated from time to time during the Services Term, as further described in  [***]. 




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For
the avoidance of doubt, the terms contained in this Section 5 and in Schedule A do not constitute an update as described in  [***] of Exhibit I   [***]. 


        6.     [***]


        7.    Section 10 (Prohibited Actions).    A new Section 10.19 is added as
follows: 



at
any time after 36 days following the Amendment Number Four Effective Date, implement AFS Ads or AFC Ads on any results pages generated through, by, or downstream from  [***]. 




        8.    Additional Terms for Client Applications.    A new Section 20.7 is added as
follows: 



Any
Client Application owned or controlled by IAC that accesses general websearch services will be considered an [***] under
this Agreement. The immediately preceding sentence shall at IAC's election (with written notice to Google for (ii), (iii) and (iv) below) not apply to: 


	(i)
	All
Client Applications, [***];



	(ii)
	Client
Applications [***];



	(iii)
	Client
Applications [***];



	(iv)
	Client
Applications [***]; and



	(v)
	Client
Applications [***]. Upon Google's request, but no more than once per year,
IAC will certify it is compliant with the requirements described in the previous sentence. 




        9.    Miscellaneous.    This Amendment Number Four, together with the Services Agreement,
constitutes the sole and complete understanding of the parties with respect to its subject matter and supersedes all prior or contemporaneous communications between the parties concerning such subject
matter. Following the Amendment Number Four Effective Date, the Agreement (as amended) remains in full force and effect. This Amendment Number Four may be executed in counterparts, including facsimile
counterparts, each of which will constitute an original, but which collectively will form one and the same instrument. This Amendment Number Four will be governed and construed according to the choice
of governing and constructive law set forth in the Services Agreement. 


IN
WITNESS WHEREOF, the parties have executed this Amendment Number Four by persons duly authorized as of the date first written above. 

 










							
	Google Inc.	 	IAC/InterActiveCorp
	
 By:	
 	
/s/ NIKESH ARORA








 	
 	
By:	
 	
/s/ GREGG WINIARSKI  






 
	
 Name:	
 	
Nikesh Arora	
 	
Name:	
 	
Gregg Winiarski
	
 Title:	
 	
President, Global Sales and Business Development	
 	
Title:	
 	
SVP & General Counsel
	
 Date:	
 	
April 8, 2011	
 	
Date:	
 	
April 7, 2011




 

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  Schedule A
  
    Update to Exhibit I [***] to the Google Services Agreement    
    


[***]


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  Attachment 1-A to Exhibit I    
    


[***]


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  Attachment 1-B to Exhibit I    
    


[***]


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  Attachment 3-A to Exhibit I    
    


[***]


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  Attachment 3-B to Exhibit I    
    


[***]


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  Attachment 3-C to Exhibit I    
    


[***]


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  Attachment 3-D to Exhibit I    
    


[***]


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  Attachment 4-A to Exhibit I    
    


[***]


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  Attachment 4-B to Exhibit I    
    


[***]


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  Attachment 5 to Exhibit I    
    


[***]


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Exhibit 10.1


AMENDMENT NUMBER FOUR TO THE GOOGLE SERVICES AGREEMENT

INTRODUCTION

AGREEMENT


Schedule A Update to Exhibit I [***] to the Google Services Agreement

Attachment 1-A to Exhibit I

Attachment 1-B to Exhibit I

Attachment 3-A to Exhibit I

Attachment 3-B to Exhibit I

Attachment 3-C to Exhibit I

Attachment 3-D to Exhibit I

Attachment 4-A to Exhibit I

Attachment 4-B to Exhibit I

Attachment 5 to Exhibit I