AMENDMENT NUMBER ONE TO AMENDED AND RESTATED GOOGLE INC. SERVICES AGREEMENT AND ORDER FORM

EXHIBIT 10.38

CERTAIN INFORMATION FROM THIS DOCUMENT HAS BEEN REDACTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST BY INFOSPACE, INC. UNDER 17 C.F.R. §§ 200.80(B)(4), 200.83 AND 240.24B-2 AND SUBMITTED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

AMENDMENT NUMBER ONE

TO AMENDED AND RESTATED GOOGLE INC. SERVICES AGREEMENT

AND ORDER FORM

This Amendment Number One (“ Amendment One ”) is entered into as of November 6, 2006 (the “ Amendment One Effective Date ”) and amends the Amended and Restated Google Inc. Services Agreement (the “ GSA ”) and Order Form (the “ Order Form ”), both with an Effective Date of October 1, 2005, by and between InfoSpace Sales LLC, a Delaware limited liability company, with its principal place of business at 601 108 ^th Ave. NE, Suite 1200, Bellevue, Washington 98004 (“ Customer ”) and Google Inc., with its principal place of business at 1600 Amphitheatre Parkway, Mountain View, California 94043 (“ Google ”). The GSA and Order Form are collectively referred to herein as the “ Agreement ”.

WHEREAS, Customer and Google are parties to the Agreement, pursuant to which Google provides Customer with certain Services (as defined in the Agreement); and

WHEREAS, Customer and Google desire to amend the Agreement to extend the Initial Term and to clarify certain language regarding the parties’ mutual limitations on liability;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

1. Definitions . For purposes of this Amendment One, capitalized terms used but not defined herein shall have the same meanings set forth in the Agreement.

2. Amendments to the GSA .

2.1 Section 6(B)(i) (Limitation of Liability) . Section 6(B)(i) of the GSA is hereby amended by adding the following language immediately after the words “THE NET AMOUNT GOOGLE HAS ACTUALLY RECEIVED AND RETAINED”: “UNDER THE AGREEMENT”.

2.2 Section 6(B)(ii) (Limitation of Liability) . Section 6(B)(ii) of the GSA is hereby amended by adding the following language immediately after the words “THE NET AMOUNT CUSTOMER HAS RECEIVED FROM GOOGLE”: “UNDER THE AGREEMENT”.

2.3 Section 8.1 (Term) . Section 8.1 of the GSA is hereby deleted in its entirety and replaced with the following language:

“ Term . The term of this Agreement shall commence on October 1, 2005 and shall continue through [*], 2011 (the “ Initial Term ”), unless earlier terminated as provided herein. The Initial Term and any subsequent renewal terms shall be referred to herein as the “ Term .””

2.4 Section 8.2.1(c) (Suspension and Termination) . Section 8.2.1(c) of the GSA is hereby amended by adding “[*]” immediately prior to the words “[*].”

EXECUTION VERSION

2.5 Section 10.2 (Assignment) . Section 10.2 of the GSA is hereby deleted in its entirety and replaced with the following language:

“10.2 Assignment; Change of Control

10.2.1 Overview . [*] may assign its rights or delegate its obligations under this Agreement without [*] prior written consent, except to the Surviving Entity in a Change of Control Transaction (as those terms are defined below), subject to the requirements of Sections 10.2.3 and 10.2.4 below. All Change of Control Transactions involving Google, Customer and/or InfoSpace shall be subject to this Section 10.2 regardless of whether such Change of Control Transaction requires an assignment of this Agreement or not. For purposes of this Section 10.2, “Google”, “Customer”, “lnfoSpace”, and “part(ies)” shall include their respective successors-in-interest, if any.

10.2.2 Definitions .

(a) “ Change of Control Transaction .” A “Change of Control Transaction” shall be defined as (i) a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of a party; or (ii) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13(d)(3) promulgated under such Act) of more than [*] of either (A) the then outstanding shares of common stock of such party or (B) the combined voting power of the then outstanding voting securities of such party entitled to vote generally in the election of directors; or (iii) any transaction in which a third party or parties acquires direct or indirect power to control the management, policies and/or assets of a party to this Agreement.

(b) “ Change of Control Transaction Without Assignment .” A “Change of Control Transaction Without Assignment” is a Change of Control Transaction in which the Surviving Entity does not need an assignment of this Agreement to succeed to Customer’s rights under this Agreement (except as otherwise required in this Section 10.2).

(c) “ Combining Entity .” A “Combining Entity” is a third party involved in a Change of Control Transaction with a party to this Agreement and/or InfoSpace.

(d) “Grandfathered Sites .” The “Grandfathered Sites” are the Customer’s Site and those Syndicated Sites and Non-Hosted Syndicated Sites that were receiving the Services immediately prior to a Change of Control Transaction involving Customer.

(e) “ Non-Restricted Entity .” A “Non-Restricted Entity” is any entity that is not listed in Exhibit C hereto, as such Exhibit C may be updated by Google from time to time in accordance with Subsection (f) below.

(f) “ Restricted Entity .” A “Restricted Entity” is any entity listed in Exhibit C hereto, as such Exhibit C may be updated by Google from time to time but no more frequently than once per quarter, provided that Google shall not update Exhibit C to include any entity with which