Amended and Restated Google Inc. Services Agreement

1

General .

1.1

Services . This Agreement states the terms and conditions under which Google will provide and Customer may use certain services made generally available by Google (the “ Services ”). Such Services may be ordered by Customer and shall be provided by Google as identified on one or more separately stated Google order forms executed between the parties (individually referred to hereinafter as an “ Order Form ”). Subject to the terms and conditions of this Agreement, such Services shall be implemented at (i) the uniform resource locator(s) (each a “ URL ”) identified on the cover pages of the Order Form (including any successor URLs thereto), which list may be modified by Customer with Google’s prior written approval; (ii) any additional domain(s) in which Customer or Customer’s parent, InfoSpace, Inc. (“ InfoSpace ”) either directly or indirectly has more than a [*] interest and which Google approves in writing as part of the Site (iii) a Syndicated Site, Non-Hosted Syndicated Site or Directory Service Site, each as defined in Section 1.4.1 below, and (iv) a WebSearch Client Application and/or an AFS Client Application, as defined in Section 2.6 below; provided, however, that unless otherwise agreed upon by the parties in writing, each of [*] must be wholly owned by Customer and operated exclusively by Customer and/or a Syndicated Site. Further, except as otherwise set forth in this Agreement, each of (i), (ii) and (iii) is referred to herein as the “ Site ” and collectively as the “ Sites ”). Customer may modify or add additional URLs, domains, Syndicated Sites, Non-Hosted Syndicated Sites and Directory Service Sites as part of the Site for applicable Services upon [*] notice to Google and upon receipt of Google’s written approval, which approval shall not be unreasonably withheld and provided in accordance with and subject to the approval process set forth in Section 1.5.

1.2

Support . In consideration of Customer’s payment to Google of the fees and/or revenue share listed on the Order Form for Search and/or AdSense Services, Google shall provide [*] technical support services to Customer in accordance with the support guidelines (“ Support Guidelines ”) located at the following URL: [*], or such other URL as Google may provide from time to time (“ Support Site ”). [*]. Prior to making any support request, Customer shall [*]. Thereafter, a technical employee of Customer designated in writing by Customer on the Order Form, or such other employee that Customer may designate from time to time with advance notice to Google (“ Customer Contact ”) may submit a support request to Google in writing via email to the applicable Google alias set forth in the Order Form, or such other email address that Google may provide with advance notice from time to time. Google reserves the right to change the Support Guidelines [*]. Under no circumstances shall Google be required to provide any support services, either directly or indirectly (e.g. through Customer), to [*].

1.3

Prohibitions and Restrictions .

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Information 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.

1.4

Third Party Distribution.

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Information 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.

1.5

Approval Process . [*]

1.6

Implementation. Customer shall ensure that there is no use of or access to any Services through Customer’s properties which are not in compliance with the terms of this Agreement or not otherwise approved by Google. Customer shall monitor and disable any such access or use by [*] (including, but not limited to, spammers or any third party sites). Google may send uncompensated test queries to the Site(s) at any time to verify compliance with the implementation requirements contained in this Agreement.

2

Ownership; License Grants .

2.1

Google Rights . Google and/or its licensors own all right, title and interest, including without limitation all Intellectual Property Rights (defined below), related to the Services (and any derivative works or enhancements thereof), including but not limited to technology, software, information, content, materials, guidelines, documentation, the Google Data Protocol, Google Brand Features (as defined below), which include GOOGLE, the Google logo, other marks that incorporate the word “GOOGLE,” PAGERANK, ADRANK, ADWORDS, ADWORDS SELECT and such other trademarks as Google may secure during the Term, whether used by Google and/or Customer. Customer shall not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in this Agreement. Any rights not expressly granted herein are deemed withheld. For the purposes of this Agreement, “ Intellectual Property Rights ” means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. “ Brand Features ” means the trade names, trademarks, service marks, logos, and other distinctive brand features of each party respectively. The parties acknowledge and agree that Customer’s use of the Services as contemplated and provided for hereunder shall not, for the purposes of this Agreement, constitute a derivative work or enhancement of the Services and Google shall not and does not receive, obtain or otherwise hereby acquire any right, title or interest in or to any of Customer’s products or services, including without limitation Customer’s metasearch technology or the design, compilation, features and display of multiple results on any Results Page, and including without limitation all Intellectual Property Rights therein, other than Google’s sole ownership and interest in the Services and Google Results [*] and provided hereunder.

2.2

Customer Rights . Customer and/or Customer’s licensors or other applicable third party providers own all right, title and interest, including without limitation all Intellectual Property Rights in and to all Customer’s products and services (excluding the Services provided by Google), technology, software, information and Customer Content (defined below) (collectively “ Customer Property ”). Google shall not acquire any right, title or interest in or to any Customer Property, except for the limited use rights in Customer’s Brand Features and Confidential Information as provided herein. Any rights not expressly granted herein are deemed withheld. “ Customer Content ” means any editorial, text, graphic, audiovisual, and other content and material that is served to End Users of the Site(s) or approved Customer Client Application(s) and that is not provided by Google hereunder.

2.3

License Grants; Brand Features . Google grants to Customer a nonexclusive and [*] license during any applicable Services Term (as defined below) to: (a) access Google’s servers to transmit Queries via the appropriate Google Protocol and access the Google Administrative Console, (b) access Google’s servers to [*] the Services and WebSearch Results and/or Advertising Results on Customer’s servers on the Sites in accordance with and subject to the terms and conditions set forth herein, (c) sublicense the right to third party owners and operators of the Syndicated Sites to [*] the Services and WebSearch Results and/or Advertising Results provided hereunder solely in connection with and as part of [*] on such third party’s servers on the Non-Hosted Syndicated Sites in accordance with and subject to the terms and conditions set forth herein, (d) use the Google Data Protocol solely for the purpose of communicating information between the Site and approved Client Applications and Google; and (e) display Google Brand Features for the sole purpose of [*] (provided that any such use is consistent with the Guidelines then in effect) and fulfilling its obligations under the Agreement. Customer grants to Google and Google grants to Customer, a nonexclusive and [*] license during any Services Term to include the other party’s (and in Customer’s case,

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Information 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.

2.4

Attribution . Attribution guidelines are outlined in the Order Form Terms and Conditions.

2.5

Data . Google owns all right, title, and interest in and to [*] it collects, including but not limited to [*] collected in connection with the AdSense Program; except to the extent any such [*] is Customer’s Confidential Information and provided that Google shall treat any information and metrics that are [*] as confidential and proprietary information as between the parties and governed by the NDA (as defined in the GSA). If [*], Google shall provide Customer with such information and metrics as may be reasonably requested by Customer to assist Customer in complying with its obligations under this Agreement and to [*] use of the Services on the Sites. Customer owns all right, title, and interest in and to [*] collected by Customer on the Site(s).

2.6

Client Applications . Customer’s Client Application(s) set forth on the cover page(s) of the Order Form are hereby approved by Google for purposes of sending Queries for Search Services and/or AdSense Services to resolve to Results Pages on the Sites; provided that, at all times during any Term, Customer and Customer’s Client Application(s) will comply with the Guidelines and Google’s Client Application Guidelines, the current form of which is attached hereto as Exhibit B , as such Client Application Guidelines may be updated by Google from time to time pursuant to this Agreement, provided that Google provides Customer with written notice of such updated Guidelines and/or Client Application Guidelines and [*] to comply with such updates, but not to exceed [*]. Customer represents and warrants that [*]. The list of approved Client Applications may be updated from time to time subject to Google’s prior written consent, which approval [*] in accordance with and subject to Section 1.5. For purposes of this Agreement, (i) “ Client Application ” means any application, plug-in, helper, component or other executable code that runs on user’s computer; examples of Client Applications include those that provide instant messaging, chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and other services; and (ii) “ WebSearch Client Application ,” or “ AFS Client Application ” (as used herein or in the Order Form) means those Customer Client Applications that have been approved by Google to access the WebSearch or AFS Services, respectively, either as reflected on the cover page(s) of the Order Form or as otherwise approved by Google in writing from time to time during the Services Term.

3.

Exclusivity .

3.1

General. Google will provide the Services on a nonexclusive basis to Customer. Google understands that Customer will accept the Services on a nonexclusive basis, and that Customer may accept services similar to the Services (and display search results, advertisements and other information in connection therewith on one or more Sites, subject to Section 3.2 below) from one or more third parties, including, without limitation any competitors of Google.

3.2

[*].

3.3

Future Products/Services. With respect to any new Web sites on which Customer intends to implement search and/or advertising services substantially similar to the Services provided hereunder, and any new or modified services substantially similar to the Services provided hereunder that Google makes commercially available for syndication subject to its own terms and conditions, each party agrees [*]

4.

Warranties and Disclaimer . Each party warrants that it has full power and authority to enter into this Agreement. Customer represents and warrants that: [*] Google does not warrant that the Services will meet all of Customer’s requirements or that performance of the Services will be uninterrupted or error-free. NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT.

5.

Indemnification .

5.1

Google Indemnification . Subject to the provisions of Section 5.2 below, Google will indemnify, defend and hold harmless Customer, Customer’s Affiliates that own or control any of the Sites hereunder and their respective officers, employees and directors against [*]. Notwithstanding the foregoing, in no event shall Google have any obligations or liability under this Section 5 arising from [*].

5.2

[*]

5.3

Customer Indemnification . Customer will indemnify, defend and hold Google harmless against [*].

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Information 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.

5.4

Indemnification Procedure . Each party’s indemnification will include (1) all damages and costs (including reasonable attorneys fees) finally awarded or (2) any settlement costs approved by the indemnifying party. The indemnifying party may not settle any claim hereunder that creates any obligation or otherwise affects the indemnified party’s rights without the indemnified party’s prior written approval. The indemnification obligations hereunder shall exist only if the indemnified party: (i) promptly notifies the indemnifying party of such claim, (ii) provides the indemnifying party with reasonable information, assistance and cooperation in defending the lawsuit or proceeding (which information, assistance and cooperation shall be provided at the indemnifying party’s sole cost and expense, and (iii) gives the indemnifying party full control and sole authority over the defense and settlement of such claim. The indemnified party may join in defense with counsel of its choice at its own expense. After the indemnifying party assumes responsibility for an indemnified claim hereunder, the indemnifying party shall only indemnify the indemnified party for expenses incurred by the indemnified party upon the indemnifying party’s request or with the indemnifying party’s prior written approval. Failure to give timely notice will not preclude indemnification except to the extent that such failure actually prejudices the indemnifying party.

6.

Limitation of Liability . EXCEPT FOR [*], (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN and (B) (i) IN NO EVENT SHALL GOOGLE’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH GOOGLE’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED THE NET AMOUNT GOOGLE HAS ACTUALLY RECEIVED AND RETAINED (AFTER ACCOUNTING FOR ALL DEDUCTIONS, PAYMENTS TO CUSTOMER AND OTHER OFFSETS PROVIDED FOR UNDER THE AGREEMENT) [*], and (ii) IN NO EVENT SHALL CUSTOMER’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT (WHEN AGGREGATED WITH CUSTOMER’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED THE NET AMOUNT CUSTOMER HAS RECEIVED FROM GOOGLE [*]. NOTWITHSTANDING ANYTHING IN THIS SECTION 6 TO THE CONTRARY, WITH RESPECT TO GOOGLE’S INDEMNITY OBLIGATIONS [*]. The parties agree that (i) the mutual agreements made in this section reflect a reasonable allocation or risk, and (ii) that each party would not enter into this Agreement without these limitations on liability. Notwithstanding anything to the contrary set forth above, none of the foregoing limitations set forth in this Section shall apply to Customer’s liability arising out of a breach of this Agreement by a Syndicated Site.

7.

Confidentiality . Use and disclosure of proprietary information disclosed under this Agreement, including the existence and content of this Agreement and any reports provided hereunder, shall be governed by the terms of the Google Standard Mutual Non-Disclosure Agreement (“ NDA ”), the date of which is provided in the Order Form, which has been provided to Customer and executed prior to or concurrently with this Agreement, and which is incorporated herein by reference. Defined terms used in this Section 7 shall have the meanings given in the NDA. In addition to the terms and conditions set forth in the NDA, the following additional terms shall apply:

7.1

Confidential Information. The Receiving Party will have a duty to protect such Confidential Information disclosed to it by a Disclosing Party: (a) if it is clearly and conspicuously marked as “confidential” or an equivalent designation; (b) if it is identified by the Disclosing Party as confidential or proprietary before, during, or promptly after presentation or communication; or (c) if it is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific word or mark “confidential” is used.

7.2

Metrics Provided by Google. Notwithstanding anything i