ADVERTISING SERVICES AGREEMENT

        This Advertising Services Agreement (the "Agreement") is entered into by and between Ask Jeeves, Inc., a Delaware corporation with principal place of business at 5858 Horton Street, Suite 350, Emeryville, CA 94608 ("Customer"), and Google, Inc., a California corporation with its principal place of business at 2400 Bayshore Parkway, Mountain View, California 94043 ("Google") regarding Customer's use of the Services (defined below). This Agreement, dated                        (the "Effective Date"), sets forth the terms and conditions under which Google makes the Services available to Customer.

        1.    Definitions.    For purposes of this Agreement, the following terms will have the indicated meanings:

        1.1    "Brand Features"    means the names, trade names, trademarks, service marks, logos, URLs and other distinctive brand features of each party respectively as listed in Schedule E.

        1.2    "Client Name"    means an alphanumeric code or codes assigned to Customer by Google that identifies Customer.

        1.3    "Content"    means all editorial, text, graphic, audiovisual, and other content that is served to End Users of the Site and that is not provided by Google, including without limitation a search box, instruction pages, frequently asked questions pages and any Site End User terms and guidelines. For avoidance of doubt, any content to which an End User links by clicking on a Google Sponsored Link shall not be considered Content.

        1.4    [Intentionally Deleted][in original agreement]    

        1.5    "End User"    means a user of the Site.

        1.6    "Google Data Protocol"    means the written specification on how the Customer's Site communicates and interacts with the Services.

        1.7    "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.

        1.8    "Google Sponsored Links Program"    or "GSLP" or "Services" means the program by which advertisements which are contained in the program currently known as Adwords Select are provided to Customer and its End-Users by Google, and displayed by Customer on its Site according to the terms of this Agreement. Google shall use commercially reasonable efforts to exclude [***]

        1.8.1    "Google Sponsored Links"    means Sponsored Links sold by Google pursuant to the GSLP.

[***] INDICATES THAT CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

1

        1.8.2    "Google Administrative Console"    means a password protected area of Google's web site which allows Customer to update contact information and permitted IP addresses for each valid Customer ID.

        1.9    "Query"    means a search query.

        1.10    "Results Pages"    means any Web pages displayed by or on behalf of the Customer [***] with respect to which Customer's [***] servers have made a request to Google's servers to receive a Results Set.

        1.11    "Spam Query"    means those Queries for which Google does not receive payment from an advertiser because such Queries have been reasonably determined to be fraudulent.


 

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