America Online 2010 Annual Report Download - page 278

Exhibit 10.75
THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT A
CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE COMMISSION: [****]
AMENDMENT NUMBER 31 TO
AMENDED AND RESTATED INTERACTIVE MARKETING AGREEMENT
This Amendment Number 31 to Amended and Restated Interactive Marketing Agreement ("Amendment 31") is entered into by and between AOL
INC. ("AOL") and GOOGLE INC. ("Google"), effective as of December 15, 2010 (the "Amendment 31 Effective Date") and amends the Amended and
Restated Interactive Marketing Agreement, dated October 1, 2003, as amended by Amendments 1 through 30 (the "IMA"). AOL and Google may be referred
to individually as a "Party" and collectively as the "Parties" and capitalized terms not defined in this Amendment have the meanings given to those terms in
the IMA. The Parties agree as follows:
A. Client Applications. The Parties entered into the Thirtieth Amendment to the IMA with an effective date of September 1, 2010 ("Amendment 30").
Section 3 of Exhibit A of Amendment 30 lists [****] AOL Client Applications that are [****]. Pursuant to Section 3 of Exhibit A of Amendment 30, Google
hereby agrees to add such [****] AOL Client Applications to the "List of Existing AOL Client Applications" by deleting Exhibit A of Amendment 30 in its
entirety and replacing it with Exhibit 1 of this Amendment 31 attached hereto.
B. [****] Query Screenshots. The Parties hereby agree that Exhibit E of Amendment 30 is deleted in its entirety and replaced with Exhibit 2 of this
Amendment 31 attached hereto. Exhibit 2 of this Amendment 31 is a complete set of representative screenshots of each [****] Query implementation [****]
as of the Amendment 31 Effective Date. For clarity, as of the Amendment 31 Effective Date, the reference to "Exhibit E of the Thirtieth Amendment" set
forth in Section 6.1(ii) (Queries) of Amendment 30 will be a reference to Exhibit 2 of this Amendment 31.
C. Content Targeted URLs. The URLs set forth in Exhibit 3 of this Amendment 31 attached hereto is a complete list of all URLs controlled by AOL that
may implement Content Targeted Advertising Services as of the Amendment 31 Effective Date. Exhibit 3 of this Amendment 31 supersedes any and all
previously existing lists of Content Targeted URLs, Subsequent Carriage Plan(s) and the Initial Carriage Plan.
D. Order of Precedence. This Amendment 31 is supplementary to and modifies the IMA. The terms of this Amendment 31 supersede provisions in the IMA
only to the extent that the terms of this Amendment 31 and the IMA expressly conflict. However, nothing in this Amendment 31 shall be interpreted as
invalidating the IMA, and provisions of the IMA shall continue to govern relations between the Parties insofar as they do not expressly conflict with this
Amendment 31. Furthermore, for the avoidance of doubt, any amendments or other changes made to any terms of the IMA under this Amendment 31 shall be
interpreted to have full force and effect on any other relevant provisions of the IMA (including, but not limited to, Definitions, Exhibits, and Schedules related
thereto), which reference or rely on such amended or changed terms.
E. Entire Agreement. This Amendment 31 constitutes the entire agreement with respect to the subject matter hereof. The Amendment 31 supersedes any
other prior or collateral agreements, whether oral or written, with respect to the subject matter hereof.
F. Counterparts; Facsimile. This Amendment 31 may be executed in counterparts, each of which shall be deemed an original and all of which together shall
constitute one and the same document. This Amendment 31 may be executed by facsimile.
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Google Confidential EXECUTION COPY
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