Second Addendum to Adcenter License, Hosting and Support Agreement



 Exhibit 10.35 
 SECOND ADDENDUM 
 TO 
 ADCENTER LICENSE, HOSTING AND SUPPORT AGREEMENT 
 This Addendum is entered into by and between IAC Search & Media,,
a Delaware corporation (“Partner”) and LookSmart, Ltd., a Delaware corporation (“LookSmart”) and is the second addendum to that certain AdCenter License, Hosting and Support Agreement by and between Partner and LookSmart entered
into as of May 16th, 2005 (the “Agreement”). This Second Addendum is effective as of the date Partner signs this Addendum and gives the signed document to LookSmart in accordance with Section 12(c) of the Agreement (the
“Effective Date”). 
 Whereas pursuant to Section 5.c.i. of the Agreement, Partner has requested that LookSmart develop additional features or
functions of the AdCenter (known as “Ask 2.0”), and LookSmart wishes to do so; 
 Therefore Partner and LookSmart agree as follows: 
  

	 	1.	All capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned thereto in the Agreement. 

  

	 	2.	Project Plan. The project plan for AdCenter 2.0 is attached as Exhibit 1 hereto. 

  

	 	3.	Delivery. LookSmart agrees that it will deliver the features/functions to Partner and notify Partner of such delivery within *** days after the Effective Date.


  

	 	4.	Warranty. LookSmart warrants that upon delivery to Partner, the features/functions it develops under this Addendum will meet the requirements of Exhibit 2, provided
that Partner will notify LookSmart within thirty (30) days after Launch of any breach by LookSmart of such warranty. Without limiting the scope or availability of any remedy provided in the Agreement for breach of a warranty in the Agreement,
as Partner’s sole and exclusive remedy for breach of the foregoing warranty, upon receiving notice of such breach by Partner, LookSmart shall repair the features/functions to conform to the requirements of Exhibit 2.


  

	 	5.	Except as notified herein, the Agreement shall remain in full force and effect. 

  

									
	Partner	 		 	LookSmart
					
	By:	 	/s/ Danial E. Caul	 		 	By:	 	/s/ Bryan Everett
	Name:	 	Danial E. Caul	 		 	Name:	 	Bryan Everett
	Title:	 	V.P. & General Counsel	 		 	Title:	 	SVP, Sales

  

 Confidential 

	***	Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Securities and Exchange Commission. 









 EXHIBIT 1: ASK 2.0 PROJECT PLAN 
 ASK 2.0 TIMELINE 
  

			
	 ***
	  	***
	 ***
	  	***
	 ***
	  	***
	 ***
	  	***

 ASK 2.0 SCOPE AND COST 
  

					
	 Features
	  	 	 	Cost
			
	 1001, 1002, 2001, 2005
 2006, 2007, 2008, 2008,
 2008, 2011, 4002, 5001,
 5003, 5004, 5005, 5006,
 5007, 6005, 6006, 6009,
 8001, 8002, 9003,
 10001, 12001, 12002,
 12003, 13001
	  	***	 	$***
			
	 Training and Documentation
	  	***	 	$***

  

 Confidential 

	***	Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Securities and Exchange Commission. 










	
	***

  

 Confidential 

	***	Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Securities and Exchange Commission. 









 EXHIBIT 2: ASK 2.0 REQUIREMENTS 
  

									
	 Feature
 Index
	  	 Requirement
	  	 Scope agreed for ASK and
 LookSmart
	  	 As
 Supported
in the
 Platform
 today
	  	 Ask
 2.0

					
	1000	  	 ***
	  		  		  	
					
	1001	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	1002	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	2000	  	 ***
	  		  		  	
					
	2001	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	2005	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	2006	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	2007	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	2008	  	 ***
	  	 ***
	  	 ***
	  	 ***


  

 Confidential 

	***	Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Securities and Exchange Commission. 










									
	 Feature
 Index
	  	 Requirement
	  	 Scope agreed for ASK and
 LookSmart
	  	 As
 Supported
in the
 Platform
 today
	  	 Ask
 2.0

					
	2008	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	2008	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	2011	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	4002	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	5000	  	 ***
	  		  		  	
					
	5001	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	5003	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	5004	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	5005	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	5006	  	 ***
	  	 ***
	  	 ***
	  	 ***


  

 Confidential 

	***	Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Securities and Exchange Commission. 










									
	 Feature
 Index
	  	 Requirement
	  	 Scope agreed for ASK and
 LookSmart
	  	 As
 Supported
in the
 Platform
 today
	  	 Ask
 2.0

					
	5007	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	10001	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	13001	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	6000	  	 ***
	  		  		  	
					
	6005	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	6006	  		  		  	 ***
	  	 ***

					
	6009	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	8000	  	 ***
	  		  		  	
					
	8001	  	 ***
	  	 ***
	  		  	
					
	8002	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	9000	  	 ***
	  		  		  	
					
	9003	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	12000	  		  		  		  	
					
	12001	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	12002	  	 ***
	  	 ***
	  	 ***
	  	 ***

					
	12003	  	 ***
	  	 ***
	  	 ***
	  	 ***


  

 Confidential 

	***	Material in the exhibit marked with a “***” has been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Securities and Exchange Commission.