**Exhibit 10.5**

 

**EXECUTION COPY**

 

CONFIDENTIAL TREATMENT HASBEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THEINFORMATION SUBJECT TO THE CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS*. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION.

 

 

**AMENDMENT NUMBER FIVE TO GOOGLE ORDER FORM AND GOOGLESERVICES AGREEMENT**

 

ThisAmendment Number Five (**“Amendment 5”)**is****made effective as of September 1, 2007 (**“Amendment 5 Effective Date”**), and enteredinto by and between Answers Corporation (formerly known as GurunetCorporation), a corporation formed under the laws of Delaware (**“Customer”**) and Google Inc., a corporationformed under the laws of Delaware with its principal place of business at 1600Amphitheatre Parkway, Mountain View, California 94043 **(“Google”).**

 

**Background**

 

1.         Customer and Google enteredthat certain Google Services Agreement (“**GSA**”)and Google Services Agreement Order Form (“**OrderForm**”), each effective as of January 28, 2005, each as amended byAmendment Number One to Google Order Form and Google Services Agreementeffective as of December 20, 2005 (**“Amendment*1”),***Amendment NumberTwo to Google Order Form effective as of January 31, 2006 (**“Amendment 2”**), Amendment Number Three tothe Google Services Agreement and the Google Services Agreement Order Formeffective as of September 11, 2006 (**“Amendment3”**), and Amendment Number Four to Order Form effective as ofDecember 13, 2006 (**“Amendment 4”**)(the GSA, Order Form, Amendment 1, Amendment 2, Amendment 3, and Amendment 4collectively, the **“Agreement”**)pursuant to which Google provides certain Services (as defined in theAgreement) to Customer; and

 

2.         The parties now wish toextend the term of the Agreement, revise the tiered schedule for determiningthe AFS and AFC Revenue Share Percentages, and to implement Customer SearchEngine and amend certain terms and conditions of the Agreement, but in allother respects the Agreement shall continue in full force and effect.

 

                  NOW, THEREFORE, inconsideration of the mutual promises contained herein, the parties agree asfollows:

 

**Terms**

 

1.         For the purposesof this Amendment 5, unless otherwise defined herein, capitalized terms usedherein shall have the same meanings set forth in the Agreement.

 

2.         The partiesagree to renew the Agreement under the same terms and conditions (except asmodified by this Amendment Five) for an additional two (2) years, throughJanuary 31, 2010.

 

3.         The parties agree that thetiered schedule for determining “Customer’s AFS Revenue Share Percentage” onthe cover page of the Order Form, as set forth in Section 5 of Amendment 2,shall be deleted in its entirety and replaced with the following:

 

(i)             if during anycalendar month of the Service Term the aggregate of AFS Revenues and AFCRevenues are equal to or greater than * Dollars ($*), then “Customer’s AFSRevenue Share Percentage” shall be * percent (*%) for such month;

 

(ii)          if during anycalendar month of the Service Term the aggregate of AFS Revenues and AFCRevenues are less than * **Dollars ($*)**but equal to or greater than * Dollars ($*), then “Customer’s AFS Revenue SharePercentage” shall be * percent (*%) for such month; or

 

(iii)       if during anycalendar month of the Service Term the aggregate of AFS Revenues and AFCRevenues are less than * Dollars ($*), then “Customer’s AFS Revenue SharePercentage” shall be * percent (*%) for such month.

 

4.         The parties agree that thetiered schedule for determining “Customer’s AFC Revenue Share Percentage” onthe cover page of the Order Form, as set forth in Section 6 of Amendment 2,shall be deleted in its entirety and replaced with the following:

 

(i)             if during anycalendar month of the Service Term the aggregate of AFS Revenues and AFCRevenues are equal to or greater than * Dollars ($*), then “Customer’s AFCRevenue Share Percentage” shall be * percent (*%) for such month;

 

(ii)          if during anycalendar month of the Service Term the aggregate of AFS Revenues and AFCRevenues are less than * Dollars ($*) but equal to or greater than * Dollars($*), then “Customer’s AFC Revenue Share Percentage” shall be * percent (*%)for such month; or

 

(iii)       if during anycalendar month of the Service Term the aggregate of AFS Revenues and AFCRevenues are less than * Dollars ($*), then “Customer’s AFC Revenue SharePercentage” shall be * percent (*%) for such month.

 

5.         The partiesagree to add the following as Section 3.37 of the Order Form:

 

**3.37.**           **“CustomSearch Engine”**means Google’s custom search engine provided toCustomer by Google through the WebSearch Service.

 

6.         The parties agree to add thefollowing as Section 4.4 of the Order Form:

 

**4.4.**             **CustomSearch Engine****.** If Customer implementsCustom Search Engine, Customer understands and agrees to the followingadditional provisions, notwithstanding anything to the contrary contained inthis Agreement:

 

**4.4.1**.                  **BetaFeature****.** The Custom Search Engine hasbeen designated by Google as a Beta Feature (as defined in the GSA) and istherefore provided “as is,” with no representation, warranty or indemnity,express or implied, and any use thereof shall be undertaken solely at Customer’sown risk. Google reserves the right, in its sole discretion, to cease providingCustom Search Engine at any time with thirty (30) calendar days prior writtennotice to Customer. In the event Google ceases to provide Custom Search Enginepursuant to the preceding sentence, Section 4.4 of this Order Form shallterminate immediately at the end of such thirty (30) days notice period (exceptas provided herein) and the remaining terms of this Agreement shall remain infull force and effect.

 

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**4.4.2.**            **MetadataContent****.**

 

**4.4.2.1****          ****Definitions****.**For purposes****of subsection4.4.2 hereof (including all subsections thereof), the following capitalizedterms will have the meanings set forth below.

 

a**.**               **“GoogleAffiliate”**means any entity that****directly or indirectly controls, is controlled by, or isunder common control with Google. For these purposes, “control” includescontrol over greater than fifty percent (50%) of the voting rights or equityinterests of Google.

 

b**.**              **“Google EndUsers”**means end users who access or use the Google Services.

 

 

c.               **“GoogleServices”**means Google’s products and services that areaccessible through and otherwise provided by various computer and electronictechnologies, networks (syndicated and otherwise) and systems, including,without limitation, Internet-based services and products accessible through theGoogle Sites and any Google syndication partner sites.

 

 

d.              **“GoogleSite”** means any website located at a domain owned by Google or a GoogleAffiliate, including all subdomains and directories thereof, and all successorsites thereto.

 

 

e.               **“MetadataContent”** means (a) the metadata provided by Customer toGoogle pursuant to Customer’s use of Custom Search Engine, including, but notlimited to, labels and Customer’s submitted associations between labels andURLs, (b) any text, data, images, and other content provided and/or authored byCustomer in connection with Customer’s profile page to be displayed to EndUsers, and (c) any Nickname(s) chosen by Customer, and (d) if Customer electsto so participate, any ratings, reviews and comments provided by Customer toGoogle pursuant to Custom Search Engine; and any Updates thereto provided toGoogle by Customer.

 

 

f.                 **“Nickname(s)”** means the namethat Customer may select by which Customer and Customer’s Metadata Contentshall be identified to End Users; and Updates thereto.

 

g.              **“Updates”** means updates,refreshes, corrections and/or other modifications.

 

 

**4.4.2.2.**        **License****.**Subject to the terms and conditions of this****Agreement, Customer hereby grants to Google a irrevocable,perpetual, nonexclusive, worldwide and royalty-free right and license to (i)use, copy, modify, distribute, create derivative works based on and display(publicly or otherwise) the Metadata Content through the Google Services, and(ii) allow Google End Users to access and use the Metadata Content through theGoogle Services. Google may use consultants and other contractors in connectionwith the performance of its obligations and exercise of its rights under thisSection 4.4, provided that such consultants and contractors will be subject tothe same obligations as Google. The license granted hereunder may not besublicensed by Google, except to Google Affiliates, its syndication partners orthe syndication partners of any Google Affiliate and Google End Users inconnection with their use of the Google Services.

 

**4.4.2.3.**        **Reservationof Customer Rights.** Except for the license granted under this Section4.4, Customer retains any right, title and interest in and to the MetadataContent. In addition, Customer retains all rights to all other content authoredor owned by Customer, to the extent not otherwise licensed or transferred toGoogle pursuant to other agreements, to which such Metadata Content is attachedor associated and used in connection with Custom Search Engine.

 

**4.4.2.4.**        **Reservationof Google Rights.** Notwithstanding anything to the contrary, Customerunderstands and agrees that nothing in this Agreement will prevent or restrictGoogle from using data Google obtains from a source other than Customer underthis Section 4.4. Customer acknowledges and agrees that it will not have anyright, title or interest in any information, content, or data used by Google inconjunction or association with the Metadata Content, and Customer shall notmake any claim of ownership or interest in any such information, content, ordata. Google and/or its licensors retain all right, title and interest in andto the Google Services, the Google Sites and all content or data forming partof or displayed as part of or through the Google Services or Google Sites,other than the Metadata Content.

 

**4.4.2.5.**        **ThirdParty Relations.**Customer shall be responsible for accepting andresponding to any communication, modification or removal requests initiated bya party that is listed in or otherwise has rights in the Metadata Content wheresuch communication arises out of having its information on the Google Servicesand pertains to the Metadata Content.

 

**4.4.2.6.**        **Displayand Format of Metadata Content.** The rights granted to Googleherein include the right to display portions of the Metadata Content on GoogleServices, Google Sites, Google syndication partner sites and Google Affiliatesyndication partner sites, and display any links to web page(s) on which suchportions of the Metadata Content reside, all as determined by Google in itssole discretion; provided that, notwithstanding anything to the contrary,nothing in this Section 4.4 obligates Google to make available to Google EndUsers any or all of the Metadata Content. Google will have the sole right todetermine the placement and location of the selected Metadata Content throughthe Google Services. For the sake of clarity, each party retains solediscretion with respect to the look-and-feel, display and operation of itsrespective services and websites.

 

**4.4.3.**                  **Implementationof Custom Search Engine****.** Customer shallimplement Custom Search Engine in a manner that: (a) conforms to the CustomSearch Engine Specifications set forth in the Cover Page(s) of this Order Form,if any; (b) conforms to Google’s brand treatment guidelines for Custom SearchEngine (the **“CSE Brand Treatment Guidelines”)**as updated by Google from time to time, the current version of whichis located at hffp://google.com/coop/docs/cse/branding.html (or other URL thatGoogle may make available from time to time in its sole discretion); (c)conforms to the screenshots and specifications for Custom Search Engine setforth in **Exhibit A** attachedhereto; and (d) otherwise complies with the technical and implementationrequirements provided by Google from time to time for Custom Search Engine.Customer agrees that Google’s brand treatment guidelines for WebSearch referencedin Section 4.2(b) above (**“WebSearch BrandTreatment Guidelines”**) shall apply to Customer’s implementation ofCustom Search Engine in addition to the CSE Brand Treatment Guidelines. If anyterms of the WebSearch Brand Treatment Guidelines conflict with the terms ofthe CSE Brand Treatment Guidelines, the terms of CSE Brand Treatment Guidelinesshall control.

 

                                                                              **4.4.4.**                  **Labeling, Branding andAttribution.** EachWebSearch Box located on a WebSearch Site which is used in connection withCustom Search Engine and each Results Page containing a WebSearch Results Setshall conspicuously display a graphic (available at http://google.com/coop/docs/cse/branding.html) that indicatesthat the Custom Search Engine is provided by Google, unless otherwise agreed to orrequired by Google. The graphic shall link to the Google site located at http://www.google.comor such other address as Google may designate from time to time during theTerm. Customer agrees that the labeling, branding and attribution requirementsfor the

 

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WebSearch Service set forthin Section 4.2.3 above (the **“WebSearchAttribution Requirements”**) shall apply to Customer’s implementationof Custom Search Engine in addition to the labeling, branding and attributionrequirements For Custom Search Engine set forth in this Section 4.4.4 (the **“CSE Attribution Requirements”**). If anyterms of the WebSearch Attribution Requirements conflict with the terms of theCSE Attribution Requirements, the terms of the CSE Attribution Requirementsshall control.

 

**4.4.5.**                  **CustomSearch Engine Search Results****.** Customeracknowledges and agrees that the Search Results displayed in connection withCustom Search Engine will be determined by some or all of the following: (a)the web sites over which the search is to be restricted, filtered or re-ranked,as provided by Customer through its use of Custom Search Engine; (b) labelscreated by Customer, or a community of which Customer is a member; and/or (c)other Custom Search Engine features that Google may make available from time totime as described in the Custom Search Engine documentation, which can be foundat http://google.com/coop/docs/cse/ or other URL that Google may make availablefrom time to time at its sole discretion.

 

**4.4.6.**                  Survival. Thefollowing sections of this Order Form will survive any termination orexpiration of this Agreement: 3.37, 4.4.1 and 4.4.2 (including all subsectionsthereof).”

 

7.         The partiesagree to add the following as subsections (e) through (h) to the secondsentence of Section 6 of the GSA:

 

“(e)all information provided by Customer to Google in connection with Custom SearchEngine is true and accurate; (f) Customer is the owner of or is licensed to useand provide the Metadata Content to Google for use with Custom Search Engine;(g) the Metadata Content does not violate the rights of any third parties,including without limitation infringement or misappropriation of any applicablecopyright, patent, trademark, trade secret, music, image, or other proprietaryor property right, false advertising, unfair competition, invasion of rights ofprivacy, publicity or personality; and (h) the Metadata Content will notcontain any material that is fraudulent, threatening, abusive, harassing,defamatory, vulgar, obscene, profane, or racially or ethnically objectionable,including, without limitation, any material that encourages conduct that wouldconstitute a criminal offense, result in civil liability, or otherwise violateany applicable local, State, national or international law.”

 

8.         The parties agree to deletesubsection (d) of Section 7.2 of the GSA in its entirety and replace it withthe following:

 

“(d) any claim alleging facts that would constitute a breach of Customer’srepresentations and warranties made in subsections (b), (e), (f), (g) and/or(h) of the second sentence of Section 6; and/or (e) Google’s use of anyMetadata Content, provided that such use complies with the requirements of theAgreement.

 

9.         The terms and conditions ofthe Agreement, except as amended by this Amendment 5, shall remain in fullforce and effect. This Amendment 5 may be executed in counterparts, includingfacsimile counterparts.

 

IN WITNESS WHEREOF, the parties have executed thisAmendment 5 by persons duly authorized as of the Amendment 5 Effective Date.

 

 
| **Google:  GOOGLE, INC.**                | ** **        | **Customer: ANSWERS CORPORATION**  |
|------------------------------------------|-------------------|------------------------------------|
|                                     |              |                               |
| By:                                      | /s/  Sanjay Kapor |                               | By: | /s/  Robert S. Rosenschein |
| Print  Name: Sanjay Kapor                |              | Print  Name: Robert S. Rosenschein |
| Title:  Director, Strategic Partnerships |              | Title:  CEO                        |
| Date:  Sep. 21, 2007                     |              | Date:  Sep. 19, 2007               |
|                                     |              |                               |
|                                          |                   |                                    |  |  |

 

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