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

EXHIBIT 10.39

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 TWO

TO AMENDED AND RESTATED GOOGLE INC. SERVICES AGREEMENT

AND ORDER FORM

This Amendment Number Two (“ Amendment Two ”) is made effective as of February 1, 2008 (the “ Amendment Two 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, and as amended on November 6, 2006 (“ Amendment One ”), 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, Order Form and Amendment One 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 add certain URLs owned and controlled [*] as Non-Hosted Syndicated Sites;

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

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

2. Amendments to the GSA . Pursuant to Section 1.5 of the GSA, Google hereby approves each URL set forth on Exhibit A attached hereto (each a “ [*] URL ”) as a “Non Hosted Syndicated Site” and further approves the distribution of AFS Services to such [*] URL(s). As of the Amendment Two Effective Date, each [*] URL shall be a Non Hosted Syndicated Site and shall be subject to all terms and conditions set forth in the Agreement. Notwithstanding the foregoing approval, Customer acknowledges and agrees that prior to distributing any Service(s) to a [*] URL, Customer shall enter into a written agreement with [*] (or its Affiliate that owns the relevant [*] URL) which agreement shall contain, at a minimum, all terms and conditions set forth in Schedule B to the Agreement.

3. Metrics . Notwithstanding anything to the contrary set forth in Section 7.2 (Metrics Provided by Google), Customer acknowledges and agrees that it will in no event provide to [*] or to any Affiliate of [*] the [*] metrics of any Google Service(s) on any [*] URL, except as specifically permitted below. Customer may only disclose to [*] (or any Affiliate thereof) Google [*] metrics on any given [*] URL if such performance metrics are aggregated with the [*] metrics of all non-Google providers of advertising services on such [*] URL. Customer shall in no event disclose [*] metrics (including without limitation [*]) generated via Google’s Services on any [*] URL in a non-aggregated form. For the avoidance of doubt, Customer acknowledges and agrees that it will not implement the Google Services on any [*] URL on a [*] basis (i.e. [*]). Customer must obtain Google’s prior written consent if it wishes to implement the Google Services on a [*] URL without implementing [*]. “ Affiliate ” means any entity that controls, is controlled by or is