America Online 2010 Annual Report Download - page 242

EXECUTION COPY
(ii) "Client Application Guidelines" means Google's Client Application Guidelines attached hereto as Exhibit D, as may be modified
by Google from time to time. For the avoidance of doubt, to the extent that anything in the Client Application Guidelines conflicts
with the Agreement, the provisions of the Agreement shall govern.
(b) Client Application Guidelines.
(i) Google agrees that the Existing AOL Client Applications and Existing [****] AOL Client Applications, as implemented and
distributed by AOL as of [****], [****] with the Client Application Guidelines and [****] the Client Application Guidelines as of
the Thirtieth Amendment Effective Date or with changes made to the Client Application Guidelines by Google after the Thirtieth
Amendment Effective Date except to the extent provided in (b)(ii) below.
(ii) If AOL [****] to an Existing AOL Client Application or an Existing [****] AOL Client Application, its implementation or its
distribution during the Renewal Term, then (A) it will provide written notice (including by email) to Google and (B) those changes
must comply with the then-current Client Application Guidelines. For clarity, only [****] to the Existing AOL Client Application
or the Existing [****] AOL Client Application [****] the Client Application Guidelines, not the [****] Existing AOL Client
Application or Existing [****] AOL Client Application, implementation or distribution. [****]:
• [****]: AOL distributes an approved toolbar [****], and bundled only with [****], and enters into an agreement to
distribute the same toolbar [****], and bundled only with [****].
• [****]: Changing an existing opt-in to an opt-out.
• [****] (with respect to the [****] itself): AOL distributes an approved toolbar [****], and enters into an agreement to
distribute the same toolbar [****], but in which the application(s) distributed with the bundle are different.
• [****]: AOL distributes a [****], and enters into an agreement to distribute the same toolbar with an entity known to be a
distributor of [****].
• [****]: AOL updates from version 7.2 of the AIM client application to version 7.3 of the AIM client application, changing
the AIM branding treatment (e.g., a new AIM logo), moving the location of several buttons, and changing the color schemes
and skins available to end users.
• [****]: AOL updates from version 7.2 of the AIM client application to version 7.3 of the AIM client application, [****]
within the installation path that describes the [****] the AIM® Buddy List® feature [****] services.
• [****]: AOL updates from version 7.2 of the AIM client application to version 8.0 of the AIM client application, adding
entirely new functionality [****].
(iii) AOL will ensure that any New AOL Client Application(s), any New [****] AOL Client Application(s) and any ADI Client
Application(s) that access the Google Sponsored Advertising Service comply with the Client Application Guidelines. Google's
[****] for AOL's violation of the foregoing sentence is that Google [****] Client Applications, however, this sentence does not
excuse the underlying action that caused the violation if that underlying action is an independent violation, or triggers some other
right or provision, under a different section of this Agreement.
(iv) Google will not [****] the Client Application Guidelines [****], nor in order to [****]. For clarity, [****] if AOL [****] the
Client Application Guidelines [****] would not violate the prior sentence.
(c) Disputes.
(i) In the event that Google believes that a New AOL Client Application, a New [****] AOL Client Application, an ADI Client
Application or a change to an Existing AOL Client
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Google Confidential [Legal Department MC/CW Google]