I/P Engine, Inc. v. AOL, Inc. et al

Filing 837

Memorandum in Support re 835 MOTION for Judgment under Rule 52(B) and a New Trial under Rule 59 filed by I/P Engine, Inc.. (Attachments: # 1 Exhibit 1, # 2 Exhibit 2, # 3 Exhibit 3, # 4 Exhibit 4, # 5 Exhibit 5, # 6 Exhibit 6, # 7 Exhibit 7)(Sherwood, Jeffrey)

Exhibit 2

2

n

tt

Google Services Agreement

This Google Services Agreement ("GSA") is entered into by and
between Google Inc. ("Google") and USAToday.com, a division
of Gannett Satellite Information Network, Inc., a corporation
formed under the laws of Delaware ("Customer"). This GSA
shall be effective as of February 1, 2009 ("GSA Effective
Date"). Each Order Form (as defined below} shall be governed
by this GSA and shall become effective on the date stated in
such Order Form ("Order Form Effective Date"). This GSA and
the corresponding individual Order Form into which this GSA is
incorporated together constitute the "Agreement".

1.11 "Order Form" means the individual Google Services
Agreement Order Form executed by both Customer and Google
and into which this GSA has been incorporated by reference as
provided therein. Each Order Form (as it may be amended from
time to time) into which this GSA may be incorporated will be
considered a separate agreement from any other Order Form.
Accordingly, for purposes of interpretation of any specific order
form, "Order Form• shall refer only to that Order Form into which
this GSA has been incorporated and which is the subject of
interpretation, and not to any other order form into which this
GSA may otherwise be incorporated (unless and then only to
1 DEFINED TERMS. The following capitalized terms shalf the extent the parties have expressly provided otherwise).
have the meanings set forth below. Capitalized terms used but
not defined in this GSA shall have the meanings stated in the 1.12 "Results Page" means a Web page on which Google
Search and/or Advertising Results are displayed.
Order Form.
1.1 "Ads" or "Advertising Results" means advertisements 1.13 "Search Results" means search results served by Google
served by Google under the Agreement.
under the Agreement.
1.2 "Affiliate" means, with respect to either Google or 1.14 "Services" means the services ordered by Customer and
Customer, any entity that directly or indirectly controls, is to be provided by Google pursuant to the Order Form.
controlled by, or is under common control with such party.
2 SERVICES.
1.3 "Beta Features" are those features of the Services which
are identified by Google as beta or unsupported in Google's 2.1 Services. Subject to the terms and conditions of this
Agreement, Google will provide Customer, and Customer will
then current technical documentation.
procure from Google, the Services for the fees set forth in the
1.4 "Brand Features" means the trade names, trademarks, Order Form executed by Customer and Google. This GSA may
service marks, logos, domain names, and other distinctive brand be incorporated into more than one Order Form, provided that
features of each party, respectively, as secured by such party each such Order Form (together with all documents
from time to time.
incorporated therein) shall be considered a separate agreement
from any other Order Form. In the event of any conflict between
1.5 "Customer Client Application" means the Client the provisions of the Order Form and the provisions of thi!? GSA,
Applicatfon(s). ff any, approved for purposes of accessing one or the provisions of the Order Form shall control.
more of the Services as provided in the Order Form.
2.2 Beta or Unsupported Features. Certain Services may
1.6 "Customer Content" means any editorial, text, graphic, include Beta Features. Customer understands and agrees that
audiovisual, and other content that is served to End Users of the Beta Features are provided "as is" and any use thereof shall be
Site(s) or Customer Client Application(s) and that is not provided undertaken solely at Customer's own risk. Google reserves the
byGoogle.
right, in its sole discretion, to include or cease providing Beta
Features as part of any Services at any time.
1. 7 "Destination Page" means any Web page which may be
accessed by clicking on any portion of an Advertising Result 3 CUSTOMER OBLIGATIONS.
and/or Search Result.
3.1 Prohibited Actions. Customer shall not, and shall not
1.8 "End Users" of a particular Site or Customer Client allow any third party to:
Application means individual, human end users who visit or use
the applicable Site or Customer Cllent Applicatfon.
(a) edit, modify, truncate, filter or change the order of the
information contained in any Search Results and/or Advertising
1.9 "Google Protocol" means Google's then current protocol Results (either individualfy or collectively), including, without
limitation, by way of commingling Search Results and/or
for accessing and implementing the Services.
Advertising Results with non-Google provided search results or
1.10 "Intellectual Property Rights" means any and all rights advertising;
(b) frame any Results Page or Destination Page;
existing from time to time under patent law, copyright law,
semiconductor chip protection law, moral rights law, trade secret
(c) redirect an End User away from the Destination Page,
Jaw, trademark law, unfair competition law, publicity rights law, provide a version of the Destination Page different from the
privacy rights law, and any and ail other proprietary rights, as page an End User would access by going directly to the
well as, any and all applications, renewals, extensions, Destination Page, intersperse any content between an
restorations and re-instatements thereof, now or hereafter in Advertising Resu tt or Search Result and the corresponding
force and effect worldwide.
Destination Page or implement any click tracking or other
monitoring of Advertising Results or Search Results;

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3

(d) display any Search Results and/or Advertising Results
in pop-up, pop-under, exit windows, expanding buttons, or
animation:
(e) display any Search Results and/or Advertising Results
to any third parties other than End Users;
(f) minimize, remove or otherwise inhibit the full and
complete display of any Results Page (including any Search
Results and/or Advertising Results), and the corresponding
Destination Pages;
(g) produce or distribute any software, or permit any of its
software to be distributed with software, that prevents the
display of ads provided by Google (such as by way of blocking
or replacing ads);
(h) directly or indirectly access, launch and/or activate the
Services through or from, or otherwise incorporate the Services
in, any software application, Web site or other means other than
the Site(s), and then only to the extent expressly permitted
herein;
(i) transfer, se!l, lease, syndicate, sub-syndicate, lend, or
use for co-branding, timesharing, service bureau or other
unauthorized purposes any Services or access thereto
(including, but not limited to Search Results and/or Advertising
Results, or any part, copy or derivative thereof);
U) enter into any arrangement or agreement under which
any third party pays Customer fees, Customer pays any third
party fees, or either shares in any revenue payments and/or
royalties for any Search Results and/or Advertising Results;
(k) directly or indirectly generate queries, or impressions of
or clicks on Search or Advertising Results, through any
automated, deceptive, fraudulent or other invalid means
(including, but not limited to, click spam, robots, macro
programs, and Internet agents); or
(I) encourage or require End Users or any other persons,
either with or without their knowledge, to click on Advertising
Results through offering incentives or any other methods that
are manipulative, deceptive, malicious or fraudulent (each of the
foregoing in subsections (k) and (I) a "Fraudulent Act").
(m) modify, adapt. translate, prepare derivative works from,
decompile, reverse engineer, disassemble or otherwise attempt
to derive source code from any Services, the Google Protocol,
or any other Google technology, content, data, routines,
algorithms, methods, ideas design, user interface techniques,
software, materials, and documentation;
(n) remove, deface, obscure, or alter Google's copyright
notice, trademarks or other proprietary rights notices affixed to
or provided as a part of any Services, the Google Protocol, or
any other Google technology, software, materials and
documentation;
(o) "crawl", "spider", index or in any non-transitory manner
store or cache information obtained from the Services (including,
but not limited to, Search Results and/or Advertising Results, or
any part, copy or derivative thereof);
(p) create or attempt to create a substitute or similar
service or product through use of or access to any of the
Services or proprietary information related thereto ; or
(q) engage in any action or practice that reflects poorly on
Google or otherwise disparages or devalues Google's reputation
orgoodwm.

which are not in compliance with the terms of the Agreement or
not otherwise approved by Google, and Customer shall monitor
and disable any such access or use by unauthorized parties
(including, but not limited to, spammers or any third party sites}.
Furthermore, at all times during the Services Term, Google
reserves final approval authority with respecl to the means used
by Customer to deploy the Services, and in the event Google
disapproves of such deployment, Google shall have the right,
upon written notice to Customer, to suspend any continued use
of the applicable Services until such time Customer implements
adequate corrective modifications as reasonably required and
determined by Google. Google may send uncompensated test
queries to the Site(s) or Customer Client Application(s) at any
time to verify Customer's compliance with the requirements of
this Agreement.
4 Ownership; License Grants.
4.1 Gooole Rights. Google shall own all right, title and
interest, including without limitation all Intellectual Property
Rights (as defined below), relating to the Services (and any
derivative works or enhancements ttlereof), including but not
limited to, all software. technology, information. content,
materials, guidelines, documentation, and the Google ProtocoL
Customer shall not acquire any right, title, or interest therein,
except for the limited use rights expressly set forth in the
Agreement.
Any rights not expressly granted herein are
deemed withheld.
4.2 Customer Rights.
Customer, its licensors, or other
applicable third party providers own all Intellectual Property
Rights In and to the Customer Content. Google shall not
acquire any right, title or interest in or to such Customer
Content, except as expressly provided herein. Any rights not
expressly granted herein are deemed withheld.
4.3

Brand Features: License Grant.

4.3.1
Brand Features. Each party shall own an right, title and
interest, including without limitation all Intellectual Property
Rights, relating to its Brand features. Some, but not all
examples of Google Brand Features are located at:
http://www.google.com/permissions/trademarks.html
(or
such other URLs Google may provide from time to time).
Except to the limited extent expressly provided in this
Agreement, neither party grants, and the other party shall
not acquire, any right, title or interest (including, without
limitation, any implied license) in or to any Brand Features of
the first party; and all rights not expressly granted herein are
deemed withheld. All use by Google of Customer Brand
Features (including any goodwill associated therewith) shall
inure to the benefit of Customer and all use by Customer of
Google Brand Features (including any goodwill associated
therewith) shall inure to the benefit of Google. No party shall
challenge or assist others to challenge the Brand Features of
the other party (except to protect such party's rights with
respect to its own Brand Features} or the registration thereof
by the other party, nor shall either party attempt to register
any Brand Features or domain names that are confusingly
similar to those of the other party.
Further, no Site or Customer Client Application shall contain any
pornographic, hate-related or violent content or contain any
other material, products or services that violate or encourage 4.3.2
License to Google Brand Features. Subject to the
conduct that would violate any criminal laws, any other
terms and conditions of this Agreement Google grants to
Customer a limited, nonexclusive and nonsublicensable
applicable laws, or any third party rights.
license during the Services Term to display those Google
3.2 Implementation. Customer shall ensure that there is no
Brand Features expressly authorized for use in this
Agreement, solely for the purposes expressly set forth
use of or access to any Services through Customer's properties

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herein. Notwithstanding anything to the contrary, Google
may revoke the license granted herein to use Google's
Brand Features upon providing Customer with written notice
thereof and a reasonable period of time to cease such
usage.
Furthermore, in its use of any Google Brand
Feature, Customer agrees to adhere to Google's then
current Brand Feature use guidelines. and any content
contained or referenced therein. which may be found at the
following
URL:
http://www.gooqle.com/permissions/guidelines.html (or such
other URL Google may provide from time to time).

information provided by Google (including, but not limited to,
Search Results and/or Advertising Results) in a manner that
complies with applicable laws; and (d) Customer has and will
maintain all rights as shall be required to send the information it
provides to Google pursuant to this Agreement. Google does
not warrant that the Services will meet all of Customer's
requirements or that performance of the Services will be
uninterrupted. virus-free. secure or error-free.
Except as
expressly provided for herein, NEITHER PARTY MAKES ANY
OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING
WITHOUT
LIMITATION
WARRANTIES
OF
4.3.3
License to Customer Brand Features. Subject to the MERCHANTABILITY, FITNESS FOR A PARTICULAR USE
terms and conditions of this Agreement, Customer grants to AND NONINFRINGEMENT.
Google a limited, nonexclusive and nonsublicensable license
during the Services Term to display those Customer Brand 7 Indemnification.
Features expressly authorized for use in this Agreement,
solely for the purposes expressly set forth herein. 7.1 Google Indemnity. Google will defend, or at its option
Notwithstanding anything to the contrary, Customer may settle, any third party lawsuit or proceeding brought against
revoke the license granted herein to use Customer's Brand Customer based upon or otherwise arising out of a claim that
Features upon providing Google with written notice thereof Google's technology used to provide the Services or any Google
Brand Feature infringe(s) or misappropriate(s) any copyright,
and a reasonable period of time to cease such usage.
trade secret or trademark of such third party. Notwithstanding
5 Payment
the foregoing, in no event shall Google have any obligations or
liability under this Section arising from: (i) use of any Beta
5.1 Fees. The fees and payment terms for the Services shall Features, the News Search Services or Image Search Services,
be set forth in the applicable Order Form.
{if) use of any Services or Google Brand Features in a modified
form or in combination with materials not furnished by Google,
5.2 Taxes and Other Charges. All payments under the (iii) any content. information or data provided by Customer. End
Agreement are exclusive of taxes imposed by any governmental Users or any other third parties, and (iv) any Search Results or
entity. Customer shall pay any applicable taxes, including Advertising Results or third party Web sites or content to which
sales. use, personal property, value-added, excise, customs such Search Results or Advertising Results may link. Google, in
fees, import duties or stamp duties or other taxes and duties its sole and reasonable discretion, reserves the right to
imposed by governmental entities of whatever kind and imposed terminate Customer's continued use of any Services or Google
with respect to the transactions for services provided under the Brand Features which are alleged or believed by Google to
Agreement, including penalties and interest, but specifically infringe.
excluding taxes based upon Google's net income. When
Google has the legal obligation to collect any applicable taxes, 7.2 Customer Indemnity. Customer will defend, or at its option
the appropriate amount shall be invoiced to and paid by settle, any third party lawsuit or proceeding brought against
Customer "net thirty (30) days" from the date of invoice or other Google based upon or otherwise arising out of: (a) Customer
notification. Customer shall promptly provide Google with such Content. the Site(s), Customer Client Application(s) and/or
documentation as may be required by the applicable Customer Brand Features; (b} Customer's use of the News
governmental entity in order for Google to process payments Search Services or the Image Search Services; (c) Customer's
hereunder (including, without limitation, a valid certificate of use of the Services in any manner inconsistent with or In breach
Customer's exemption from obligation to pay taxes as of the Agreement; and/or (d) any claim alleging facts that would
authorized by the appropriate governmental entity), and Google constitute a breach of Customer's representations and
may withhold any payments required to be made hereunder until warranties made in subsection (b) of the second sentence of
Customer has provided such docllmentation. Customer shall Section 6.
promptly provide Google with original or certified copies of all tax
payments or other sufficient evidence of tax payments at the 7.3 General. Indemnification provided under Sections 7.1 and
time such payments are made by Customer pursuant to the 7.2 shall be limited to {a) payment by the indemnifying party
("'ndemnitor") of all damages and costs finally awarded for
Agreement.
such claim, or (b) settlement costs approved in writing by the
6 Representations, Warranties and Disclaimer. Each party Indemnitor. The foregoing obligations shall exist only if the party
represents and warrants that it has full power and authority to seeking indemnification ("Indemnitee"): {i) promptly notifies the
enter into the Agreement Customer represents and warrants Indemnitor of such claim, {ii) provides the Indemnitor with
that: (a) Customer owns and controls one hundred percent reasonable information, assistance and cooperation In
(100%) of the Site(s) and Customer Client Application(s) and defending the lawsuit or proceeding, and (iii) gives the
otherwise has and will maintain throughout the Services Term all Indemnitor full control and sole authority over the defense and
rights, authorizations and licenses that are required with respect settlement of such claim. The Indemnitee may join in defense
to the Site(s) and Customer Application(s} to permit Google to wlth counsel of its choice at its own expense. The Indemnitor
perform the Services contemplated under this Agreement; {b) shall only reimburse the Indemnitee for expenses incurred by
the execution and delivery of this Agreement. and the the Indemnitee with the Indemnitor's prior written approval.
performance by Customer of its obligations hereunder, will not SECTION 7 STATES THE PARTIES' ENTIRE LIABILITY AND
constitute a breach or default of or otherwise violate any EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT
agreement to which such party is a party or violate any rights of OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS
any third parties arising therefrom; (c) Customer shall use AS SET FORTH ABOVE.

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8 Limitation of Liability.
8.1 Limitation.
SUBJECT TO SECTION 8.2, 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.
SUBJECT TO SECTION 8.2, IN NO EVENT SHALL EITHER
PARTY'S LIABILITY TO THE OTHER PARTY FOR ANY CLAIM
ARISING OUT OF THIS AGREEMENT (WHEN AGGREGATED
WITH EACH PARTY'S LIABILITY FOR THEIR RESPECTIVE
CLAIMS ARISING OUT OF THIS AGREEMENT) EXCEED THE
NET AMOUNT EACH PARTY HAS ACTUALLY RECEIVED
AND RETAINED UNDER THE AGREEMENT (AFTER
ACCOUNTING FOR ALL DEDUCTIONS, PAYMENTS TO
CUSTOMER AND OTHER OFFSETS PROVIDED FOR UNDER
THE AGREEMENT) DURING THE
NINE (9) MONTHS
IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH
CLAIM ARISES.

9.2 PR. Neither party will issue any public announcement
regarding the existence or content of this Agreement without the
other party's prior written approval.
Notwithstanding the
foregoing, Google may reference Customer and include
Customer's Brand Features in: (a) internal presentations,
marketing materials, and (b) customer lists (which includes,
without limitation, customer lists posted on Google's web sites
and screen shots of Customer's implementation of the Services)
if Customer is not specifically or uniquely named in such lists.
Upon Customer's request, Google will furnish Customer with a
sample of such usage.
10
10.1 Term. The term of an Order Form under which Services
may be used by Customer shall commence on the applicable
Order Form Effective Date (except as otherwise specified in
such Order Form) and shall continue for the period of time set
forth on such Order Form for the applicable Services ("Services
Term"), unless earlier terminated as provided herein or therein.
10.2 Termination.
10.2.1 General.
Either party may suspend performance
and/or terminate this Agreement, in whole or in part: (i) if the
other party materially breaches any material term or
condition of this Agreement and fails to cure such breach
within thirty (30) days after receiving written notice thereof;
or (ii) if the other party becomes insolvent or makes any
assignment for the benefit of creditors or similar transfer
evidencing insolvency, or suffers or permits the
commencement of any form of insolvency or receivership
proceeding, or has any petition under bankruptcy law filed
against it, which petition is not dismissed within sixty {60)
days of such filing, or has a trustee, administrator or receiver
appointed for its business or assets or any part thereof.

8.2 Exclusions from Limitations. Unless and then only to the
extent this Agreement expressly states otherwise, nothing in this
Agreement shall exclude or limit either party's liability for: (a)
breaches of any confidentiality obligations contained in this
Agreement; (b) infringement or misappropriation of the other
party's Intellectual Property Rights or Customer's breach of any
license granted in this Agreement to use the applicable Google
Data Protocol(s}; or (c) any amounts payable to third parties
pursuant to the parties' indemnification obligations hereunder.
10.2.2 Gooqle Termination Rights. Google may terminate this
Agreement, or the provision of any Service hereunder,
8.3 Allocation of Risk. The parties agree that (i) the mutual
immediately upon written notice: (i) if Customer breaches
Section 3.1 (Prohibited Actions) of this GSA, Section 4.3
agreements made in this Section 8 reflect a reasonable
allocation of risk, and (ii) that each party would not enter into the
(License Grants; Brand Features) of this GSA, or Section
Agreement without these limitations on liability.
9.1 (Confidentiality) of this GSA or the exclusivity provisions
contained in the Order Form; (ii) if Customer is in material
9 Confidentiality: PR.
breach of this Agreement more than two (2) times
notwithstanding any cure of such breaches; {iii) if Google
9.1 Confidentiality.
Disclosure of confidential and/or
reasonably determines that it is commercially impractical to
proprietary information disclosed hereunder, including the
continue providing the Services in light of applicable laws;
existence and content of the Agreement and any information
or (iv) as otherwise provided in the Order Form.
provided pursuant to the Agreement, shall be governed by the
Customer may
confidentiality provisions of the Google Standard Mutual Non- 10.2.3 Company's Termination Rights.
Disclosure Agreement, which has been executed by the parties
terminate this Agreement, or the provision of any Service
prior to or concurrently with this GSA, as of the date provided in
hereunder, immediately upon written notice: (i) if Google is
the Order Form {the "NDA"). The confidentiality provisions of
in material breach of this Agreement more than two (2}
the NDA are hereby incorporated by reference into this GSA.
times notwithstanding any cure of such breaches; or (ii) as
Notwithstanding anything to the contrary herein, Customer
otherwise provided in the Order Form.
understands and agrees that Google may inform advertisers of
Customer's participation in the Google AdSense Program and 10.2.4 Suspension and Termination in the Event of an
share with advertisers Site-specific statistics (e.g., ad type and
Injunction. Google may suspend performance under this
Agreement in whole or in part with immediate effect if, as a
sizes supported, demographic and category, available inventory
(e.g., high, medium, low)), the Site URL, and related information
result of a claim alleging facts that would constitute a
collected by Google pursuant to its provision of the advertising
breach of Customer's representations and warranties made
in subsections (b) and (c) of the second sentence of Section
services to Customer. Such disclosure of information shall be
subject to the terms of the Google Privacy Policy located at
6, Google is obliged by final or temporary court order or
http://www.google.com/privacy.html, or such other URL as
magisterial decision to temporarily or permanently refrain
Google may provide from time to time.
from continuing to perform its obligations under this

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Agreement. Google's rights under this prov1s1on shall
become effective on the date of the court order or
magisterial decision or on the date of the service of the
order irrespective of the possibility of appeaL If any
suspension under this paragraph continues for more than
six (6) months, Google may terminate this Agreement in
whole or in part with immediate effect.

or equitable relief or to otherwise protect its Intellectual Property
Rights}, the matter in controversy will first be referred to an
officer of each party, who shall make good faith and reasonable
efforts to resolve the matter within four (4) weeks of the date of
referral.

11.5 Governing Law. The Jaws of New York, excluding New
York's choice of law rules. and applicable federal U.S. laws shall
govern the Agreement. Each party agrees to submit to the
personal and exclusive jurisdiction of the courts located in the
Southern District of New York. The parties specifically exclude
from application to the Agreement the United Nations
Convention on Contracts for the International Sale of Goods and
the Uniform Computer Information Transactions Act.

10.3 Rights upon Termination.
Upon the expiration or
termination of the Agreement for any reason: (i) all rights and
licenses granted by either party to the other party shall cease
immediately; (ii) each party shall promptly return to the other
party, or destroy and certify the destruction of, all Confidential
Information of the other party; and (iii) each party's rights to use
any the other party's Brand Features, as permitted under the
11.6 Equitable Relief. Either party may seek equitable relief,
Agreement, shall cease immediately.
including temporary restraining orders or injunctions, in addition
10.4 Effect of Termination of an Order Form. The termination or to all other remedies, for breach or threatened breach of
expiration of an individual Order Form or this Agreement shall Customer's exclusivity obligations contained in this Agreement
not have the effect of terminating any other individual Order (if any), either party's license grant set forth in this Agreement,
Form or this GSA with respect to such other individual Order or either party's obligations contained in Sections 4 (Ownership;
Form, unless expressly agreed to by the parties in writing. License Grant) or Section 9.1 (Confidentiality) of this GSA
Either party may terminate this GSA upon thirty (30) days' prior
written notice to the other; provided that in no event may this 11.7 Entire Agreement. The Agreement supersedes any other
GSA be terminated with respect to any Order Form that remains prior or collateral agreements, whether oral or written, with
respect to the subject matter hereof. This GSA and related
outstanding.
Order Form(s) (including any exhibits thereto), and any terms
10.5 Non-exclusive Remedy. Termination or expiration of this located at Google URLs referenced pursuant to the Agreement
Agreement, in part or in whole, shall not limit either party from (which are all incorporated herein by reference), constitute the
pursuing other remedies available to it, nor shall either party be entire agreement with respect to the subject matter hereof, and
relieved of its obligation to pay all fees that are due and owing any terms contained in any related purchase order(s) or other
under this Agreement through the effective date of termination. documents pertaining to the subject matter of the Agreement
Neither party shaH be liable to the other for any damages shall be null and void.
resulting solely from termination as permitted herein.
11.8 Amendments. Any amendments or modifications to the
Agreement must (i} be in writing; (ii) refer to the Agreement; and
11
(iii) be executed by an authorized representative of each party.
11.1 Compliance with Laws. Each party shall comply with all Any changes to the Agreement not approved in writing by the
laws, rules and regulations, if any, applicable to it in connection Google Legal Department shall not be binding on Google.
with the performance of its obligations under the Agreement.
11.9 No Waiver. The failure to require performance of any
11.2 Notices. All notices shall be in English and in writing and provision shall not affect a party's right to require performance at
(a) if sent to Customer to the address identified on the Order any time thereafter; nor shall waiver of a breach of any provision
Form and (b) if sent to Google to such address as provided at: constitute a waiver of the provision itself.
www.google.com/corporate/address.html or as otherwise
provided in writing for such notice purposes; provided, however, 11.10 Severability. If any provision is adjudged by a court of
that aU invoices and payments shall be sent to the attention of competent jurisdiction to be unenforceable, invalid or otherwise
Google Finance, all legal notices shall be sent to the attention of contrary to law, such provision shall be interpreted so as to best
the Google Legal Department, and all other correspondence accomplish its intended objectives and the remaining provisions
shall be sent to the attention of the account manager specified shall remain in full force and effect.
by Google. Notice shall be deemed given (i) upon receipt when
delivered personally, (ii) upon written verification of receipt from 11.11 Survival. The following sections of this GSA will survive
overnight courier, (iii) upon verification of receipt of registered or any expiration or termination of this Agreement: 4.1, 4.2, 4.3.1
certified mail or (iv) upon verification of receipt via facsimile, (except for the last sentence thereof), 5.2, 6, 7, 8, 9 (including
provided that such notice is also sent simultaneously via first the NDA), 10.3, 10.4, 10.5 and 11.
class mail.
11.12 Independent Contractors. The parties hereto are and
11.3 Assignment. Neither party may assign or transfer any part shall remain independent contractors and nothing herein shall
of this agreement without the written consent of the other party, be deemed to create any agency, partnership, or joint venture
except to an Affiliate but only if: (a) the assignee agrees in relationship between the parties. Neither party shall be deemed
writing to be bound by the terms of this agreement; and (b) the to be an employee or legal representative of the other nor shall
assigning party remains liable for obligations incurred under the either party have any right or authority to create any obligation
Agreement prior to the assignment. Any other attempt to on behalf of the other party.
transfer or assign is void.
11.13 No Third Party Beneficiaries. The Agreement is not
11.4 Consultations. Before a party initiates legal action against intended to benefit, nor shall it be deemed to give rise to, any
the other arising from the Agreement (except to seek injunctive rights in any third party.
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11.14 Force Majeure: Transmissions. Neither party shall be 11.15 Successors: Counteroarts: Drafting· General.
The
Hable for failing or delaying performance of its obligations Agreement (a) shall be binding on and inure to the benefit of
(except for the payment of money) resulting from any condition each of the parties and their respective successors and assigns;
beyond its reasonable control, including but not limited to, (b) may be executed in counterparts, including facsimile
governmental action, acts of terrorism, earthquake, fire, flood or counterparts, each of which will be deemed an original and all of
other acts of God, labor conditions, power failures, and Internet which when taken together will constitute one and the same
disturbances. Google will not be responsible for receiving data, instrument; and (c) shall be construed as if both parties jointly
queries or requests directly from End Users or any other third wrote it. In the event of conflict between the terms of this GSA
party, for transmission of data between Customer's (or any End and the terms of the Order Form, the Order Form shall govern
User's) and Google's network interface, or for drsplaying any with respect to such conflict
applicable Results Set(s) to End Users.
IN WITNESS WHEREOF, the parties have executed this GSA by persons duly authorized as of the GSA Effective Date.
Customer: USAToday.com, a division of Gannett Satellite
Info
ion etwork, In

Google: GOOGLE INC.

a.

Print N a m e : - - - - - - - - - - - - - - - P

Name:

2_0_0_9_.0_3_.0_9_ _ _

Title:

1_6_:1_4_:_0_6_ _ _ _
-07'00'

Svf j&-LUvlfil.r"' asltToDfu.J ,c.o~

Date:

Titre: _ _ _ _ _

Date: _ _ _ _ _

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Googlelnc.
1600 Amphitheatre Parkway
Mountain View, CA 94043
Tel: [phone]
Fax:[phone]

Google Services Agreement
ORDER FORM

Google SPD Rep: Ben Gafni
Google SPD Director: Marc Leibowitz
Google Sales Engineer: Ed Dunn, Manoj
Koushik
Google Legal Contact: Julia Le

<THIS ORDER FORM IS SUBJECT TO FINAL APPROVAL BY LEGAL BEFORE RELEASING TO CUSTOMER>- DELETE UPON APPROVAL
NDA Effective Date: June 7,
GSA Effective Date: February 1,

CUSTOMER (FULL LEGAL NAME): USAToday.com, a
division of Gannett Satellite Information Network, Inc.

2009

2004

Corporate Contact Information:
Attention:
Title:
Address, City, State,
Postal Code, Countrv:

Billing Contact Information:

Legal Notices to:

Sean McNevin

Danielle Diblasi

Sean McNevin

Director, Product Management
7950 Jones Branch Drive, McLean,
VA 22108

Director, Finance
USATODAY.com
7950 Jones Branch Drive. Mclean.
VA22108

Director. Product Management
7950 Jones Branch Drive.
Mclean, VA 22108

Phone:

703.854.5680

Fax:

703.854.2087

703.854.2087

703.854.2087

[e-mail]

[e-mail]

[e-mail]

Name: Brett Coffman

Email: [e-mail]

Tel: [phone]

D&B DUNS Number:

VAT/Tax Number: 06-1032273

Email:
Technical Contact:

703.854.5680

Customer Wire Transfer Info (if applicable):
Order Form Effective Date: February 1, 2009

bruary 1, 2009 - January 31, 2011

ADSENSE SERVICES
ADSENSE FOR SEARCH ("AFS")

l:!l:l AdSense for Search

Customer's AFS
Revenue Share
Percenta e%
See Section 13.1

10%

Specifications

AFS Deduction
Percentage (%)

Sponsored Links/Results Page Min. # 6

AFS Site: www.usatoday.com
Approved Client Application: None if not stated here.

Wide Format # 6 (Minimums of 3 Above-thefold and 3 Below-the-fold)
See Exhibits E for other AFS Specifications

C!l:l AdSafe
Level: C!l:l High D Medium 0 low

ADSENSE FOR CONTENT ("AFC")

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Customer's AFC
Base Placement
Revenue Share
Percentage (o/o)

Page 1

D

Off

D Adult Only

AFC Base Placement
Deduction
Percentage (%)

Specifications

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181 AdSense for Content: AFC Base Placement
AFC Site: www.usatoday.com
Approved Client Application: None if not stated here.

See Sections 13.2.1

Minimum of 1 AFC Ad in one or more of the
following unit sizes:
Banner: 468 x 60
Leaderboard: 728 x 90
lnline Rectangle: 300 x 250
Skyscraper: 120 x 600
Wide Skyscraper: 160 x 000
Square: 250 x 250
Large Rectangle: 336 x 280

15%

See Exhibits A-8 for AFC Base Placement
Specifications
tional AdSense for Content Features:
eck the applicable boxes)
ADSENSE FOR CONTENT ("AFC")

181 AdSense for Content: AFC Display Placement
AFC Site: www.usatoday.com
Approved Client Application: None if not stated here.

181 AdSafe
Level: 181 High D Medium
Customer's AFC
Display Placement
Revenue Share
Percentaae (%)

AFCDisplay
Placement Deduction
Percentage (%)

See Sections 13.2.2

I

15%

D Link Units
Specifications

Minimum of 1 AFC Ad in one or more of the
following unit sizes, above the fold.:
Banner: 468 x 60
Leaderboard: 728 x 90
lnllne Rectangle: 300 x 250
Skyscraper: 120 x 600
Wide Skyscraper: 160 x 600
Square: 250 x 250
Large Rectangle: 336 x 280

See Exhibits C-D for AFC Display Placement
Specifications
Optional AdSense for Content Features:
(check the applicable boxes)

ADSENSE FOR CONTENT ("AFC")

181 AdSense for Content: AFC Exclusivity
AFC Site: www.usatoday.com
Approved Client Application: None if not stated here.

181 AdSafe
Level: 181 High D Medium

I

Customer's AFC
Exclusivity
Placement Revenue
Share Percenta e %

AFC Exclusivity
Placement Deduction
Percentage (%)

See Sections 13.2.3

15%

D Link Units

Specifications

Minimum of 1 AFC Ad in one or more of the
following unit sizes:
Banner: 468 X 60
Leaderboard: 728 x 90
lnline Rectangle: 300 x 250
Skyscraper: 120 x 600
Wide Skyscraper: 160 x 600
Square: 250 x 250
Large Rectangle: 336 x 280
See Exhibits A-D for AFC Specifrcations

al AdSense for Content Features:
the applicable boxes)

Customer PO #: - -

D Credit Check Complete
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l2l:l AdSafe
Level: 181 High

D Link Units

D Medium

To Be Completed By Google Finance
Currency:
181 us Dollar
D Japanese Yen
D Other:

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Goc>gle·
GSA Order Form Terms and Conditions
1. Incorporation of Google Services Agreement. This Order Form, including the terms and conditions
hereunder, shall be governed by and incorporates by reference the Google Services Agreement between
Google and Customer with the GSA Effective Date set forth in the Cover Page of this Order Form (the
"GSA"). If any terms of this Order Form conflict with the terms of the GSA, the terms of this Order Form
shall control. The GSA and this Order Form together comprise the "Agreement"
2. Services Term. The term of this Order Form shall commence on the Order Form Effective Date and
shall continue for the period of the Initial Services Term stated above, unless earlier terminated as provided
in this Agreement. Thereafter, this Order Form may be renewed only upon a definitive written agreement
signed by the parties. For purposes of this Agreement. the term of any renewal hereunder fs referred to as
the "Renewal Term," and the Initial Services Term, together with the Renewal Term, if any, may also be
referred to as the "Services Term."

3. Defined Terms. The following capitalized terms shall have the meanings set forth below. Capitalized
terms used but not defined in this Order Form shall have the meanings stated in the GSA.
GENERAL
3.1. "Above-the-fold" means that portion of an Internet browser that is visible to any End User at a
minimum resolution of 800 by 600 pixels without scrolling within the applicable Web page, as viewed
through an Internet browser application considered among the top two (2) most widely used from time to
time.

3.2.

"Ads" or "Advertising Results" means advertisements served by Google hereunder.

3.3. "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. An "AFS Client Application," or "AFC Client Application" means those Customer
Client Applications that have been approved by Google to access the WebSearch, News Search, Image
Search, AFS or AFC Services, respectively, either as reflected on the Cover Page(s) of this Order Form or
as otherwise approved by Google in writing from time to time during the Services Term.
3.4.
"Client 10" means a unique alphanumeric code provided to and used by Customer as specified
by Google for purposes of identifying each query or request. Google may assign and modify the number of
Client IDs for each Service from time to time. Customer will use Client IDs as instructed by Google, and will
provide such information to Google as Google may reasonably request with respect to the use and
application of any Client IDs.

3.5. "Customer's Technical Contact" means the technical employee of Customer designated on the
Cover Page of this Order Form.

3.6. "End Users" of a particular Site means individual, human end users who visit or use the
applicable Site.
3.7.

"Gadget Ads" means ads which appear in an interactive ad format

3.8. "Order Form Effective Date" means the date designated as such on the Cover Page of this
Order Form.
3.9.

"Other Content" means non-advertising content such as surveys.

3.10. "Results Page" means a Web page on which Google search and/or advertising results provided
under this Agreement are displayed.

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3.11. "Search Results" means the search results provided by Google through any search Service
ordered by Customer. if any, under this Order Form.
3.12. "Site(s)" means the AFS Site(s) and AFC Site(s) collectlvely. The "AFS Site(s)," and "AFC
Site(s)" are those Web sites located at the URLs identified as such on the Cover Page(s) of this Order
Form, as the same may be amended from time to time as permitted herein.
3.13. "Valid IP Addresses" means those Internet protocol addresses provided by Customer and
approved by Google prior to implementation of the applicable Services. The list of Valid IP Addresses may
be modified by Customer upon forty-eight (48) hours notice to Google via the online Google Administration
Console located at htto://consoie.google.com, or such other URL as may be updated by Google from time to
time.
ADSENSE FOR CONTENT
3.14. "AFC Ads" means the advertisements provided by Google to Customer under this Agreement
through Google's AFC Service.
3.15. "AFC Base Placement' means AFC Ads that Customer implements on the AFG Sites that are
not in AFG Display Placement or AFG Exclusivity Placement.
3.16. "AFC Base Placement Deduction" for any period during the Services Term means the sum of
(a) the percentage set forth under "AFG Base Placement Deduction Percentage" under the AFC Table on
the Cover Page of this Order Form of AFG Base Placement Revenues for such period PLUS (b) agency,
referral and third party advertising service provider fees incurred by Googre and attributed to AFC Ads
provided hereunder in such period. Notwithstanding the foregoing, Google reserves the right to increase the
AFC Base Placement Deduction Percentage from time to time during the Services Term, provided such
increase is applied to similarly situated Google partners, by providing advance written notice to Customer,
together with an explanation supporting such increase.
3.17. "AFC Base Placement Percentage" means the percentage set forth under the title "Customer's
AFC Base Placement Revenue Share Percentage" in the AdSense for Content Table on the Gover Page(s)
of this Order Form.
3.18. "AFC Base Placement Revenues" for any period during the Services Term means ad revenues
that are recognized by Google in such period and attributed to AFC Ads displayed on the AFC Site in AFC
Base Placement in such period in accordance with the requirements of this Agreement.
3.19. "AFC Base Placement RPM" for any period during the Services Term means the AFC Base
Placement Revenue per thousand AFC Requests for AFC Base Placement ads.
3.20. "AFC Display Placement" means AFG Ads that Customer implements on the AFC Sites that
are: (a) Above-the-Fold., (b) enabled to display formats other than text, and (c) in a manner that conforms to
the screenshots and specifications set forth in Exhibits C-D attached hereto.
3.21. "AFC Display Placement Deduction" for any period during the Services Term means the sum
of (a) the percentage set forth under "AFC Display Placement Deduction Percentage" under the AFG Table
on the Gover Page of this Order Form of AFC Display Placement Revenues for such period PLUS (b)
agency, referral and third party advertising service provider fees incurred by Google and attributed to AFC
Ads provided hereunder in such period. Notwithstanding the foregoing, Google reserves the right to increase
the AFC Display Placement Deduction Percentage from time to time during the Services Term, provided
such increase is applied to similarly situated Google partners, by providing advance written notice to
Customer, together with an explanation supporting such increase.
3.22. "AFC Display Placement Percentage" means the percentage set forth under the title
"Customer's AFC Display Placement Revenue Share Percentage" in the AdSense for Content Table on the
Cover Page(s) of this Order Form.
3.23. "AFC Display Placement Revenues" for any period during the Services Term means ad
revenues that are recognized by Google in such period and attributed to AFC Ads displayed on the AFG Site
in AFG Display Placement in such period in accordance with the requirements of this Agreement

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3.24. "AFC Display Placement RPM" for any period during the Services Term means the AFG
Display Placement Revenue per thousand AFC Requests for AFC Display Placement ads.
3.25. "AFC Exclusivity Opt-in" means the option for Customer to elect AFC Exclusivity Placement for
the remainder of the Services Term through a written amendment to the Order Form.
3.26. "AFC Exclusivity Placement" means AFC Ads that Customer implements on the AFC Sites in
accordance with the AFC Exclusivity Requirement

3.27. "AFC Exclusivity Requirement" means the following requirement: Customer must not
implement on the Sites (including any successor site or property thereto) any ads provided by a third party
ad network which are the same as or substantially similar in nature to the Ads provided through the AFC
Service (including text and non-text formats) and made available to Customer hereunder. For the avoidance
of doubt. under AFC Exclusivity Requirement, Customer may implement and display advertisements sold
directly through its internal sales force on behalf of third party advertisers promoting the third party
advertiser's products and services.
3.28. "AFC Exclusivity Placement Deduction" for any period during the Services Term means the
sum of (a) the percentage set forth under "AFC Exclusivity Placement Deduction Percentage" under the
AFC Table on the Cover Page of this Order Form of AFC Exclusivity Placement Revenues for such period
PLUS (b) agency, referral and third party advertising service provider fees incurred by Google and attributed
to AFC Ads provided hereunder in such period. Notwithstanding the foregoing, Google reserves the right to
increase the AFC Exclusivity Placement Deduction Percentage from time to time during the Services Term,
provided such increase is applied to similarly situated Google partners, by providing advance written notice
to Customer, together with an explanation supporting such increase.

3.29. "AFC Exclusivity Placement Percentage" means the percentage set forth under the title
"Customer's AFC Exclusivity Placement Revenue Share Percentage" in the AdSense for Content Table on
the Cover Page(s) of this Order Form.
3.30. "AFC Exclusivity Placement Revenues" for any period during the Services Term means ad
revenues that are recognized by Google in such period after Customer has complied with the AFC
Exclusivity Requirement and attributed to AFC Exclusivity Placement ads in accordance with the
requirements of this Agreement.
3.31. "AFC Exclusivity Placement RPM" for any period during the Services Term means the AFC
Exclusivity Placement Revenue per thousand AFC Requests for AFC Exclusivity Placement ads.

3.32. "AFC Protocol" means the protocol provided by Google for accessing the AFC Services, as
such protocol may be updated by Google from time to time.
3.33. "AFC Request" means a request for AFC Ads in connection with a pageview of a page on which
AFC Ads are to be displayed.
3.34. "AFC Results Set" means the set of AFC Ads transmitted by Google in response to an AFC
Request.
3.35. "AFC Service" means Google's AdSense for Content Service.
3.36. "Link Units'' means link units provided by Google to Customer through Google's AFC Service.
3.37. "Net AFC Base Placement Revenues" for any period means AFC Base Placement Revenues
for such period MINUS the AFC Base Placement Deduction for such period.
3.38. "Net AFC Display Placement Revenues" for any period means AFC Display Placement
Revenues for such period MINUS the AFC Display Placement Deduction for such period.

3.39. "Net AFC Exclusivity Placement Revenues" for any period means AFC Exclusivity Placement
Revenues for such period MINUS the AFC Exclusivity Placement Deduction for such period.
ADSENSE FOR SEARCH

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13

3.40. "AFS Ads" means the advertisements provided by Google to Customer under this Agreement
through Google's AFS Service.
3.41. "AFS Deduction" for any period during the Services Term means the sum of (a) the percentage
set forth under "AFS Deduction Percentage" under the AFS Table on the Cover Page of this Order Form of
AFS Revenues for such period PLUS (b) agency, referral and third party advertising service provider fees
incurred by Google and attributed to AFS Ads provided hereunder in such period. Notwithstanding the
foregoing, Google reserves the right to increase the AFS Deduction Percentage from time to time during the
Services Term, provided such increase is applied to similarly situated Google partners, by providing
advance written notice to Customer, together with an explanation supporting such increase.
3.42. "AFS Percentage" means the percentage set forth under the title "Customer's AFS Revenue
Share Percentage" in the AdSense for Search Table on the Cover Page(s) of this Order Form.
3.43. "AFS Protocol" means the protocol provided by Google for accessing the AFS Services, as
such protocol may be updated by Google from time to time.
3.44. "AFS Query" means a query sent to Google by Customer to be processed by Google's AFS
Service.
3.45. "AFS Results Set" means the set of AFS Ads transmitted by Google to Customer in response to
an AFS Query.
3.46. "AFS Revenues'' for any period during the Services Term means ad revenues that are
recognized by Google in such period and attributed to AFS Ads displayed on the AFS Site in such period in
accordance with the requirements of this Agreement.
3.47.

"AFS Service" means Google's AdSense for Search Service.

3.48. "Net AFS Revenues" for any period means AFS Revenues for such period MINUS the AFS
Deduction for such period.
4.

AdSense for Search Services.

4.1. Scope of AdSense for Search Services. If selected on the Cover Page(s) of this Order Form,
during the Services Term and subject to the terms and conditions of this Agreement, Google will provide
Customer with AFS Ads through its AFS Service for display on the AFS Sites as permitted herein.
Customer agrees to implement the AFS Service as provided herein on the AFS Sites in existence as of the
date hereof within thirty (30) days of the Order Form Effective Date, and to maintain such implementation
thereafter during the Services Term. Customer agrees to implement the AFS Service on any AFS Site
added thereafter as permitted herein.
4.2. Implementation of AFS Services. Unless otherwise agreed to by Google in writing, Customer
shall implement the AFS Services in a manner that: (a) conforms to the AFS Specifications set forth in the
Cover Page(s) of this Order Form. if any; (b) conforms to Google's brand treatment guidelines for AFS
Services as updated by Google from time to time, the current version of which is located at
http://www.google.com/wssynd/02brand.html; (c) conforms to the screenshots and specifications set forth in
Exhibit E attached hereto; and (d) otherwise complies with the technical and implementation requirements
provided by Google from time to time, including those instructions contained in the documentation setting
forth the AFS Protocol. Without limiting the foregoing, Customer acknowledges and agrees to the following:
4.2.1. AFS Queries. Unless (and then only to the extent) otherwise approved by Google in writing,
Customer understands and agrees that (a) queries sent to Google for processing under its AFS Service
may be initiated only by End Users entering text on the AFS Site as provided herein; and (b) Customer shall
send any and all queries generated on the AFS Sites as provided in subsection (a) above to Google for
processing under its AFS Services in accordance with the requirements provided by Google, without editing,
filtering, truncating, appending terms to or otherwise modifying such AFS Queries, either individually or in
the aggregate. Notwithstanding anything to the contrary, Google will have no obligation to process AFS
Queries that are not sent in compliance with the requirements of this Agreement.
4.2.2. Third Party Advertisements. If Customer requests advertisements from a third party
advertising service that is the same as or substantially similar in nature to the AFS Service made available to
the Customer hereunder, Customer will request at least three (3) wide format AFS Ads and display the AFS

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Ads on Results Pages such that (a) no third party advertisements appear above or directly adjacent to such
AFS Ads, and (b) the AFS Ads are dispiayed in a contiguous block and are not interspersed with
other advertisements or content.
4.2.3. Operation of AFS Services. Customer will ensure that each AFS Query will (a) be from a
list of Valid IP Addresses approved by Google for the AFS Services; (b) contain a Client ID approved by
Google for the AFS Services; (c) include End User IP address and user agent information; and (d) request
no fewer than the minimum number of AFS Ads per AFS Results Page stated in the Cover Page(s) of this
Order Form. Upon Google's receipt of an AFS Query, Google will transmit an AFS Results Set, to the extent
available, via Google's network interface in accordance with the AFS Protocol. Customer shall then display,
in each instance, the entire AFS Results Set that corresponds to such AFS Query on the applicable AFS
Site in the manner contemplated by this Agreement, without editing, filtering, reordering, truncating, adding
content to or otherwise modifying such AFS Results Set.
4.2.4. Labeling. Branding and Attribution of WebSearch Box and AFS Service. Customer
shall unambiguously mark each AFS Ad, or each cluster or grouping of AFS Ads, as a "Sponsored Link" or
"Sponsored Links," as the case may be, unless otherwise instructed or agreed by Google. In any event,
Google reserves approval authority to ensure that AFS Ads are labeled in a manner so as to sufficiently
distinguish them from search results.
4.3. License to AFS Protocol. Google grants to Customer a limited, nonexclusive and nonsublicensable license during the Services Term to use the AFS Protocol solely for the purpose of
transmitting AFS Queries and other required information and receiving AFS Result Sets, as applicable,
solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement,
Google does not grant, and Customer shall not acquire, any right, title or interest (including, without
limitation, any implied Hcense) in or to any Google Intellectual Property Rights; and all rights not expressly
granted herein are reserved to Google.

5.

AdSense for Content.

5.1. Scope of AdSense for Content Services. If selected on the Cover Page(s) of this Order Form,
during the Services Term and subject to the terms and conditions of this Agreement, Google will provide
Customer with AFC Ads through its AFC Service for display as permitted herein on the AFC Site{s).
Customer agrees to implement such AFC Service on the AFC Sites as provided herein within thirty (30)
days of the Order Form Effective Date, and thereafter during the Services Term. Customer agrees to
implement the AFC Service on any AFC Site added thereafter as permitted herein. AFC Ads may not
appear on search results, registration, "thank you," error, email or chat pages, pages comprised primarily of
other advertising or pages that contain any of the following types of content pornographic, obscene or
excessively profane content or content intended to advocate or advance computer hacking or cracking,
gambling, illegal activity, drug paraphernalia, hate, violence or racial or ethnic intolerance. Google may
update the list of prohibited pages from Ume to time during the Services Term upon written notice.

5.2. Implementation of AFC Services. Unless otherwise agreed to by Google in writing, Customer
shall implement AFC Services in a manner that: (a) conforms to the AFC Specifications set forth in the
Cover Page(s) of this Order Form, If any; (b) conforms to Google's brand treatment guidelines for AFC
Services as the same may be updated by Google from time to time, the current version of which is located at
http://www. goog le. com/wssynd/adse nse guidelines. htm I
and
http:/fwww.gooqle.com/wssynd/afc xml guidelines.html; (c) conforms to the screenshots and specifications
set forth in Exhibits A·D attached hereto; and (d) otherwise complies with the technical and implementation
requirements provided by Google from time to time, including those instructions contained in the
documentation setting forth the AFC Protocol. Without limiting the foregoing, Customer acknowledges and
agrees to the following:
5.2.1. AFC Requests. Customer shall request AFC Ads for any and all pageviews required to
display AFC Ads as provided herein. Notwithstanding anything to the contrary, Google will have no
obligation to process AFC Requests that are not sent in compliance with the requirements of this
Agreement.
5.2.2. Server Side Implementations.
For server side implementations (~. XML
implementations), each AFC Request (a) must be from a list of Valid IP Addresses approved by Google for
the AFC Service; (b) must contain a Client ID approved by Google for the AFC Service; and (c) must include
End User IP address and user agent information. Upon Google's receipt of an AFC Request as described
above, Google will transmit AFC Results Set, to the extent available, via Google's network interface in

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accordance with the AFC Protocol. Customer shall then display, in each instance, the entire AFC Results
Set that corresponds to such AFC Request on the applicable AFC Site in the manner contemplated by this
Agreement. without editing, filtering, reordering. truncating, adding content to or otherwise modifying such
AFC Results Set. Customer will not send more than one (1) AFC Request per pageview unless otherwise
authorized by Google.

5.2.3. Client Side Implementations. For client side implementations (M.:,. iFrame or Javascript
data feed implementations), each AFC Request must contain an AFC Client ID provided and used as
specified by Google. Upon Google's receipt of an AFC Request as described above, Google will transmit an
AFC Results Set, to the extent available, via Google's network interface in accordance with the AFC
Protocol. Customer's code shall, in each instance, ensure the display of the entire AFC Results Set that
corresponds to such AFC Request in the manner contemplated by this Agreement. without editing, filtering,
reordering, truncating, adding content to or otherwise modifying such AFC Results Set. Customer will not
send more than one (1) AFC Request per pageview unless otherwise authorized by Google.

5.2.4. Labeling; Brandina and Attribution. AFC Results Set shall be identified with the label
"Ads by Google" or similar wording as provided by Google, in accordance with Google Branding Guidelines
(see http//www.gooole.com/wssynd/adsense guidelines html), as reflected in Exhibits A·D.
5.2.5. Link Units. If Customer implements Link Units provided by Google, Customer understands
and agrees to the following additional provisions: (a) if applicable, in no event will End User clicks on Link
Units, or the display of a Link Units on a Customer Web page in and of itself, qualify as a click on an Ad, or
an impression, as the case may be, for purposes of determining Customer's click or impression guarantees
(if any) or Google's payment or other obligations under this Agreement; and (b) notwithstanding anything to
the contrary, Link Units are automatically generated and consequently are provided to Customer "as is," with
no representation, warranty or indemnity, express or implied.
5.3. License to AFC Protocol. Google grants to Customer a limited, nonexclusive and non·
sublicensable license during the Services Term to use the AFC Protocol solely for the purpose of
transmitting AFC Requests and other required information and receiving AFC Results Sets solely to the
extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, Google does
not grant, and Customer shall not acquire, any right, title or interest (including, without limitation, any implied
license) in or to any Google Intellectual Property Rights; and all rights not expressly granted herein are
reserved to Google.

5.4. Google Take-Down Rights.
Google may, in its sole discretion, upon thirty (30) days written
notice to Customer, remove or require Customer to remove the AFC Service from any AFC Site or set of
pages on the AFC Site on which the AFC Base Placement RPM, AFC Display Placement RPM, or the AFC
Exclusivity RPM falls below fifty cents ($0.50) for the prior calendar month.
6. Third Party Ad Serving. Notwithstanding anything to the contrary in the Agreement, Google may
provide advertisements to Customer through a third party ad server and these advertisements will be treated
as Ads. Notwithstanding anything to the contrary in the Agreement, Google may provide advertisements to
Customer which are Gadget Ads and these Gadget Ads will be treated as AFC Ads. Notwithstanding
anything to the contrary in the Agreement, Google may provide Other Content with notice to Customer.
Other Content may include non-text content. Customer may opt-out of receiving Other Content in its entirety
with notice to Google within thirty (30) days following receipt of notice from Google. Customer may change
its opt-out status with fifteen (15) days prfor notice to Google. Customer's privacy policy will clearly disclose
that third parties may be placing and reading cookies on end users' browsers, or using web beacons to
collect information, in the course of ads being served on Customer's Web site{s). Customer's privacy policy
should also include information about end user options for cookie management.

7. Site Modifications. Google acknowledges that Customer may update the design and content of the
Sites in a manner consistent with its obligations contained herein; provided that Customer agrees that (a) it
shall keep Google informed of all planned material changes to such Sites; and (b) no changes may be made
to the look and feel, dimension and/or placement of the AFS Ads or AFC Ads without obtaining the prior
written consent of Google. For the avoidance of doubt, Google may, and the foregoing will in no event limit
Google's ability to, require changes to the look and feel, content or targeting methodology of any such
Results or Ads provided herein.

8.

Filters.

Google Confidential

CONFIDENTIAL OUTSIDE COUNSEL ONLY

Page 8

I

GSA Order Form v4.51105

GAN-IPE-0000014

8.1. General. Certain Services may contain filtering capability, such as SafeSearch, Country
Restrict, Language Restrict, AdSafe and other filters. Notwithstanding anything to the contrary, if Customer
elects to enable any such filters, Customer expressly acknowledges and agrees (a) It is Customer's
responsibility to enable such features in accordance with the instructions provided by Google in the
applicable Service protocol, and (b) that Google cannot and does not make any representation, warranty or
covenant that all results will be limited to results elected by enabling such filter(s). For example, but without
limiting the foregoing, if Customer elects SafeSearch, Country Restrict, language Restrict and/or AdSafe,
Google cannot and does not make any representation, warranty or covenant that all results will be limited to
the countries or languages selected or that all objectionable results will be prevented.

8.2. URL Blocking. During the Services Term, Google will use commercially reasonable efforts to
exclude from Ads served under this Agreement Ads that contain the URLs set forth in Exhibit F attached
hereto. Notwithstanding anything to the contrary, Customer understands that Google cannot and does not
make any representation, warranty or covenant that no Ads will contain any of the URls listed in Exhibit F.
9. Updates. If Google updates its technical or implementation specifications (including, without limitation,
by way of updating the applicable Service protocol or by way of requiring changes to the look and feel,
content and targeting methodology of Ads) from time to time as contemplated herein, Customer shall
implement such updates or modifications as soon as reasonably practical, but in any event within fifteen {15)
days of the date it receives notice thereof.
10. Notice of System Changes. Customer will provide Google with fourteen (14) days' advance notice of
any change in the code or serving technology used to display Google Advertising Results and/or Search
Results ~. a change in the advertising serving technology used) that could reasonably be expected to
have the potential to adversely affect the delivery or display of Google search or advertising results as
required by this Agreement (it being understood that notice will in no event relieve Customer of its
obligations to display Search and Advertising Results as required hereunder).

11. Optimization. The parties agree to consult in good faith from time to time with the objective of
optimizing the performance of Ads served under this Agreement.
12. Technical Support. Subject to the terms and conditions of this Agreement, during the Services Term
Google shall provide technical support services to Customer in accordance with Google's support guidelines
then in effect for the Services ordered herein. Prior to making any support request to Google, Customer
shall first use reasonable efforts to fix any error, bug, malfunction, or network connectivity defect on its own
without any escalation to Google. Thereafter, Customer's Technical Contact may submit a written request
for technical support via email to the applicable Google alias set forth below, or such other email address
that Google may provide from time to time. Customer shall provide support services to End Users at its own
expense.
•

[e-mail]

13. Fees and Payment Terms.
13.1.
AdSense for Search. Subject to the terms and conditions of this Agreement. for each
calendar month during the Services Term Customer shall receive the AFS Percentage of Net AFS
Revenues attributable to such month as follows:
i.
If AFS Revenues attributable to such month are less than or equal to fifty thousand dollars
($50,000) then the AFS Percentage shall be sixty five percent (65%).
iL
If AFS Revenues attributable to such month are greater than fifty thousand dollars
($50,000) and less than or equal to two hundred thousand dollars {$200,000) then the AFS Percentage shall
be sixty seven point five percent (67.5%).
iii.
If AFS Revenues attributable to such month are greater than two hundred thousand
dollars ($200,000) and less than or equal to five hundred thousand dollars ($500,000) then the AFS
Percentage shall be seventy percent (70%).
iv.
If AFS Revenues attributable to such month are greater than five hundred thousand
dollars ($500,000) then the AFS Percentage shall be seventy two point five percent (72.5%).
Google's obligation to make payments under this Section shall not commence until Google's technical
personnel provide written approval of Customer's implementation of the AFS Service on each AFS Site,
which shall not be unreasonably withheld or delayed. Payments required under this paragraph shall be

Google Confidential

CONFIDENTIAL OUTSIDE COUNSEL ONLY

Page9

GSA Order Form v4.5 1105

GAN-IPE-0000015

made by the last day of the calendar month following the calendar month in which the applicable AFS Ads
were displayed on the AFS Sites.
13.2.

AdSense for Content

13.2.1. AdSense for Content -Base Placement Revenue Share. Subject to the terms
and conditions of this Agreement. for each calendar month during the Services Term Customer
shall receive the AFC Base Placement Percentage of Net AFC Base Placement Revenues
attributable to such month as follows:
AFC Base Placement Revenues for calendar month

Customer's AFC Base Placement
Revenue Share Percenta e

50,000
13.2.2. AdSense for Content -Display Placement Revenue Share. Subject to the
terms and conditions of this Agreement, if Customer makes at least ten million (10,000,000) AFC
Requests for AFC Display Placement Ads on AFC Sites in a calendar month, Customer shall
receive the AFC Display Placement Percentage of Net AFC Display Placement Revenues
attributable to such month as follows (unless Customer has opted-in to AFC Exclusivity):

AFC Display Placement Revenues for calendar month
Less than or equal to $250,000
Greater than $250,000

Customer's AFC Display Placement
Revenue Share Percentage
70%
75%

For the avoidance of doubt, if Customer makes fewer than ten million (10.000,000) AFC
Requests in AFC Display Placement in a calendar month, the AFC Percentages set forth in Section
13.2.1 of this Order Form shall apply for such AFC Display Placement ads as wells as AFC Base
Placement ads.
13.2.3 AdSense for Content - AFC Exclusivity Placement Revenue Share. If
Customer elects AFC Exclusivity Opt-in on all AFC Sites for the remainder of the Services Term
through a written agreement with Google, then for each full calendar month thereafter during the
Services Term, Customer shall receive the AFC Exclusivity Placement Percentage of Net AFC
Exclusivity Placement Revenues attributable to such month as follows:
AFC Exclusivity Placement Revenues for calendar
month
Less than or equal to $250,000
Greater than $250,000

Customer's
Placement
Percentage
75%
80%

Exclusivity
AFC
Share
Revenue

For the avoidance of doubt, if the AFC Exclusivity Placement Revenue Share applies
then, the AFC Base Placement Revenue Share Percentage and the AFC Display Placement
Revenue Share Percentage does not apply.
Google's obligation to make payments under this section 13.2 shall not commence until
Google's technical personnel provide written approval of Customer's implementation of the AFC
Service on each AFC Site, which shalf not be unreasonably withheld or delayed. Payments
required under this paragraph shall be made by the last day of the calendar month following the
calendar month in which the applicable AFC Ads were displayed on the AFC Sites.
13.2Non-QualiMng Ads. Notwithstanding any of the foregoing, Google shalf not be liable for payment
in connection with (a) any amounts which result from invalid queries, or invalid impressions of (or clicks on)
Ads, generated by any person, bot, automated program or similar device, including, without limitation,
through any Fraudulent Act, in each case as reasonably determined by Google; or (b) impressions of Ads or
clicks on Ads delivered through an implementation which is not initially approved by Google pursuant to the
Agreement or subsequently fails to meet Google's implementatfon requirements and specifications. The
number of queries, and impressions of and clicks on Ads, as reported by Googfe, shall be the number used
in calculating payments hereunder.

Google Confidential

CONFIDENTIAL OUTSIDE COUNSEL ONLY

Page 10

I

GSA Order Form v4.5 1105

GAN-IPE-0000016

13.3Methods of Payment.
13.3.1. Payments to Google. All payments due to Google shall be in the currency specified in
this Order Form. Any charges for converting foreign currency shall be the responsibility of Customer and
shall be invoiced accordingly. If paid in US dollars, payments to Google shan be made preferably via wire
transfer with the following instructions:
Wells Fargo Bank
Palo Alto, California USA

ABA# 121000248/SWIFT: WFBIUS6S
Google Inc.

Account # 4375669785
Federal Tax I.D. # 77-0493581

If paid in US dollars and not wired to Google, payment shall be made by check for receipt by Google at the
address specified on the Cover Page of this Order Form (or such other address as Google may provide
Customer in writing from time to time for such purpose) on or before the payment due date. If payment is
made in any other currency, payment shall be made by wire pursuant to the wire instructions specified below
on this Order Form (or if no applicable wire instructions are specified, payment shall be made using the US
wire transfer instructions above). In addition, Google may suspend perfonmance and/or terminate this Order
Form upon seven (7) days written notice if Customer fails to make any required payment when due unless
such payment is made within such seven (7) day notice period. If Google reasonably deems itself insecure
with respect to Customer's ability to meet its financial obligations under the Agreement, Googfe may, at its
sole option, modify the payment terms or require other reasonable assurances or forms of security prior to
providing or continuing to provide any Services.

13.3.2. Payments to Customer. Payments to Customer (if by wire transfer) shall be made
pursuant to the wire transfer instructions specified on this Order Form. In addition, Customer acknowledges
that Google may, at its option. offset any payment obligations to Customer that Google may incur hereunder
against any product or service fees (including late fees) owed and not yet paid by Customer under this
Agreement or any other agreement between Customer and Google, in addition to whatever other rights and
remedies Google may have hereunder or thereunder. In addition, Google reserves the right to withhold and
offset against its payment obligations hereunder, or require Customer to pay to Google (within thirty (30)
days of any invoice thereof), any amounts Google may have overpaid to Customer in prior periods.
13.3.3. Fees. The party receiving payment will be responsible for any wire transfer fees, foreign
exchange fees and any other bank charges assessed by the recipient's bank.
14. Authority to Bind. Each of Customer's and Google's signatory to this Order Form represents and
warrants that he or she has the power and authority to accept and bind Customer and Google, as the case
may be, to the terms of this Order Form.

This Order Fonm may be executed in counterparts, including facsimile counterparts, each of which shall be
deemed an original. and all of which, when taken together, shall constitute one and the same instrument.

Customer: USAToday.com, a division of
Gan tt Satellite lnform,tion Network, Inc.

Google: GOOGLE INC.
By:

------'IJ.arc~·~~

p · t Name:

Print Name:
Title:
Date:

Q

By:

2009.03.09
16:13:3 7

?J--

:J~ff- vJ~~

,PwL Uv(~ ~~h~. CD"\
3 - '7 -- Z..D o Cf

Title:..)iff/
Date:

-o7'oo·

I
Google Confidential

CONFIDENTIAL OUTSIDE COUNSEL ONLY

Page 11

GSA Order Form v4.5 1105

GAN-IPE-0000017

Exhibit A 1
AFC Ul Mockup -Base Placement v1

I

I

FOUR',

E9J.~

~hitoa~deal.

Stay 1~~at a four Points by Sheraron, and !he na.l llghl is 50% off.

:i,'W·tiil!·e:

.

• .

........
ounT•

.... ·"~Jt
0

~ ...... ma:..rotllwUSA

-

• Hom•

1!1 News

1!1 W;:;ooy

Ill Trallfll

1!1 S!><>'IS

1!1 Ufo

1!1 Tom

<:.1 Wooth"'

TOOAV~~t\'O'WI

lcglnl

Sports » Men's College Basketball •room Pag•• •Comerenc• R•p•rt• •S•o,.. •S!'<!~•ffoo •P•U• • Moro Collage B.,.!OltbaU

• Big East Conference
NEVI$ ANI:IINFOIUIATIOI'I r:~
llf.llEI'TH STATS 1•

:=•

Big East Conference

~~:~:!'-:;~ Big• Ear<! cl"'

300x250 Google
AFCAdUnit
Basi<: PlaceJMnt

Galas and vaughn SCOill(j 12 polnlsand 10 pol/lis, ~ly.
In 100 flrsl hal! aga~ns~ Sf Jooo's. malf<lng 100 t11ot !1m<! smee
.Jan. 10 vs C'..nnn~ieul that two Clnclrnc:tl playem sc:ornd
10-jllus polil!S In 1M opefl!ng 20 """"""'·
CINCINNATI 11, ST. JOHN'S 61: 1'llo Booroa1s Imp,_ 10 t-5 In 11\a Big Eas1, f\Jf1hOf !llltlllgiiW\Ing lh<!k """'fm

an NCAA Too~b<mh. F-nYooceyGates~ a-·high21 poln!S!<>IeadUC, w1111:ti-62.a
~ ll<>m 100 tloot Tl1a llaare81!i led by .. many os Ill points In lll<U<><Ond haW. Mike W.Wams lSCOred 12
pofms.OOgral>ll<!drme-..O!rulorxona<ldOO 10f)(llnrswlhl>-.
NOlES, QIJan5S
-'l'flefa's a"""' player ln roo Big E'a<l pidure- ClndnMl!.
l'l'.ellear(;ai$Sti0$m~1tl- inl<>ll><>,... creole<! bylhnol';mpa 11>ot hiM!ov"""""" N<ltmllome
~-.. beaU11!1l>olb learns flU we<!< to move tl!D eoolenllon lor., NCAAIOWMmet~l bid.

ooo

1

Unless otherwise approved by Google, for non-iFrame implementations, visual display of Search and/or
Advertisting Results shall be as visually similar as possible to page content including font style, font size,
coloring and spacing. Any display of Search and/or Advertising Results will conform to Google's then
current Brand Treatment Guidelines for the Services provided.

Google Confidential

CONFIDENTIAL OUTSIDE COUNSEL ONLY

Page 12

GSA Order Form v4.51105

GAN-IPE-0000018

Exhibit B2
AFC Ul Mockup- Base Placement v2
Ai.ltn F!nandng ·Event T'>e->~&ts. J:JOO • Rcnl &1\li!IJ,- On!loo Oegrces, 8mfnoss Opportunrues Sttopplng

~Cats.

1111;

;®~

t'!O\'JCtt,llltOOr.?

I
Money » Economy

•Eoonoml• CaJendor

-~~:.:

Fed: Recession has cut Americans' net worth
by22.7%
updo~ti'd

HFI S."'">~t;;o I Cwn.-r.ttnts fr':;J M l

Rm:om~

E~diS.voiPI1r4llm

v 1S

8y Chrictopber $. ~ AP Economlea wr1"*lf

[Q~t;!I.::J

WASHINGTON:--- The ~n M3. cut many Amerlcans,' net worth by .alx:liJt20:% as tho
vafue of tlomes, SIO!:i: ~ snd b~s J:urve p!u~. the- Federal Res&M M.id

:_bi Y•h0<>1 euu

Oh!rwayt!ct.tl«e

~.

"Tho Fed $11ldtlle D\'f!'~n01 \tt"'f'lhaf Atnencan fl~ p¥~ U.7%.siDoo: ttlO
tOCe$$:100 tK!tgan 10 O~r20071hl't)CQh ~r. whenm repori was~. lba
m&d!M Ml WOrth, ot lhtt~t ~the wnallhiest 1lf'd poomst, fui; 11J1.%.

:itl•"'•

I'I.VP: Obaroa'o W.r
More 1roof,IS, fl'\tm diplomacy or mom body counts?
Grow youramart bu.a!na••

trial-

wrth iZ!Wilf &sftOiUabls-emai mar!Wtlng. start your tree

tjq Rt~tldit

u·~~~~·

I] F-Ki10ook

The !mpnct hasd'ispmportianatsly talen('l('l t'la !Mlall.ll!Mt.h(J0$$1'009 and' '~tiMe oo~n th&

.... ol!i5lllllf64,a~-Rosetw""""""'ls!-.NelW!l<!hl<ii<I$1Dpeal<li!llu!tog<~
bmtkaf, as~ Amerleitm begin 10 speno oown their savh'tg.s.
tftltewJoo arsec&l'ki homes ard ~ar&eXOlilded,lhe FOO t.aid In ftlrepott. a~e hW~ rwtwOOh
kdl12%, whleh ~ ihat~~ are"telattvefy ~trated among wearthlef families,"

stcnch~r~~:Lin<>ral

owtY1:1: GJ; 53m ttQO

\'Vetw 1 ~ OOCiUUI WfM\k. That'S grnat l!bs. Yt'bat ar. ad'llew!tllMU!l!!Hll!

a... """""""'-

That means- '"'""''l'21ll0youroaAMA10Xwt ~ ... ...,.,._ ofttiO
$.390.00(~) • M1.00(64.1Sn) :<~: ..-$54"l.®FOtatamiF)'tnaking~hWM 5<l,000-14,QO(), You~~
f!)()!liO $541.00 a;'¥laf n fOCOm&. Now thafa ~yOu t:an bell!wa lnllllllt

Now aren't ycu. glad ym votedforObama the Messla4, bet you didn't mallzR wt1en 1M Mooa.!a."' s:a!d

ctumge Mwa9 tai!Cng ato.rt~ Chtu·~eo
HA HA HA HAHAHA t1A HA HAHA. ThiS .Ia ~ t\llppe:n& \'tflen )'01.1 a®w bOf!Qm~ 10 \'Q\e

1 Google 3!1Qx250 AFC Text Ad Unit
Basic Placement

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· I.E.

I

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WE SAVE HOMES!
AvoidForclosurel
CliCK HERE NOW

.

Joinlhethou ... noswroo
havHuccessfullyavo•aed

FORCLOSURE.

2

Unless otherwise approved by Googfe, for non-iFrame implementations, visual display of Search and/or
Advertisting Results shall be as visually similar as possible to page content including font style, font size.
coloring and spacing. Any display of Search and/or Advertising Results will conform to Google's then
current Brand Treatment Guidelines for the Services provided.

Google Confidential

CONFIDENTIAL OUTSIDE COUNSEL ONLY

Page 13

I

GSA Order Form v4.5 1105

GAN-IPE-0000019

Exhibit C3
AFC Ul Mockup -Display Placement v1

....... •.•·. · . :~~~: •~~.~~n::~:·:, ... .·,· ·.

·cam, ,l\lj1o Ffnancing • EY!lflt Tickets,, Jobs Rool Estate" Cr:!lm:t Oagroos ~ 6us1ness Opportunttffls ·Shopping

-~···.

C•;

.t,;·•...•.{·

•••.•. ;.;,;

Related Advertltllng Unkti

Big East Conference

~-~

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ClNCINNAll

Standings

GETllNG INSIDE

~nfott~nCfl

~r:-n

W

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L

11
9

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L

23

22'

The rna1urauon 01 Yancy Gates ttas come run drde slnoo hlS

ellfly.....,., oonc:hlng and-nslsll!l1<)t

20

l<HJ.I.~~

I~

The t...nman loiWl.lrd s<Ore!lo eareer-hlgh 21 poiniS ""S.ol-11
a'lOO!Ingln a 7Hl1 vlc!otyo,..Sl. Jolm'• on Wed~ 11!ilht

1~

~,Jrquer.a:

l

Oprah.. Fla!Stomacll Rulo: Ohoy
Opo!l1 C"tllown 2 tbs of S1omad1 Fat Per week by...
MlfWD«WeiQr,•;.oU.I.'Vfn

11 was lhEI first 20·poinl output of his camar.

. :~

- - . ~H~ --s--a~

-Gates, a tvghtymgarded high schQot mar fmm Cincinnati,
•-atUCwl!herep~Jil>llonofllovinga poorWI'lri<alr!lc.

Soma said Ga!lm woo oo!IO<>d In hlgiJ ochoo!lhal oo olren
became

~~~.-.~p.j~~i~9.~~·~~· ~. 6 >
.~.~.9..•
s~ J~f:o's.

boredln !liii110S. H..O <:<>acll Mitt Cronil.

t"'ilS ~t
SJ~:m •• ~.
-.- ~e~~~~'!!!2..m•!!!;!K!II_.:~~,!'··--IU

Si:JU\JUtf till Ua7

Cln<;lnnail{17-8, 7-6 a1g Eos1~ ~!ell hools looiO\'!Ile nox!
Saturday ailo< going"' PWtlhlo
will oo tough to beot n

-011<!.

Gatest:anaddseo<1ng t<>llls-n>ofn>!JOUn<!lngaM
blool<ed silo!!!. Gates'lmp""""""ru gM>o the Bean:ats an added

. 3

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olfensM!woopon togo along wl!hltleSC<Jring- ofMIIm

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Wiliams •n<l Oeonta 11\!t~g~n.
Gat.. and \IBIJliM""""'" 12 pOIIlts ond 10 Jl<linl8, -'"''~'•

L ....

In the 1ltsthe!f :sgaJnst st. John's. rr~Sddng the flmt lim& since
Jan. 10 1/ll. ConnoctiWIIIlm hvo ClndnMR playen~ ~

1().¢1JS poltlll! In 1111H~olng 20 mlnuleo.
CINCINNATI71. ST. JOHN'S til: TI>o B""""'rs ~!<> 1·51n the Big Eos1. full""' Slrengtllel'llng lllek!.l0$0~<
an NCAA 100"""""'" berth. FteSI\man Yllllcey Gates"""""' a """""·lllg~ 21 points to lead UC. wt>lth Sll0162.6
noor. The Bearcam led l1'f .. many .. 18 polnls In the second~. Mike Willlamo- 12
polnllland grabl:ed nlno reboondll.. OWn llllron added 1Dpolrns I« the !leafcajs,
pM>l<lt !lom 1h6

NOll!$, QUOll!S
-Tbete's a""" pJayerln 1t1e Big East piCture- Cllldnnali
ll'!e .Beareats~ ready to move Into !t\e void cmated by the slumps that have o~1ll Notte Dame and

Geofll'!IOWO.IlOO!lng tom 100!110 ml>-lo moveln!<><:OO!Oillloofor 8l1 NCAAI"""'""""'tbl<l.
TheB....,.tsllavti-Sll<lhl>llJWinlh<>8l!lEOS1Wil!la6>S"""""""""l'f!C(I«j!ln<l1&4!twortlllmarl<wll!!n
IIley srumll!(t Geo!g<l!!lwn In overtime on Feb. 7, giVIng 1M<l\aseason sweepot me ~nmo -~ j)(l\¥01'.

Much or tf1e. ~must go 10 MttCtmln~ woo tOOk ever qtme a mess afttlt' £d'l00l JKeS!dent Nancy Zl:rnpner. v.bo
just announce<! obe\1. leaving, ran Bob Huggins~ andlh&n - I a
ammrrt and lnlerfm coach Andy

.,._his

Ki:Mady.

Cronin has bull! oi<>Wiy il!ld otealllly oM now be t\a$ a team ro eootend lo\1l!l In l!1<o (:(!llfall!...,, 111n1ng siX OlliS IllS!
elgrnqa.,...

And , _ -

61!111nlng Gl!o'l!"mwn oo the Hoy... home CO!.<!, Cronin knew- til<! Job was no! yet mmpllll<!.

-'roo-~..., n clloo bulw!len Cllldnool dllfeatecl Goorgei!>Wn
durlngthe-~

In <Mlflime.

-lOam

made a ~<ld gaol

-G Deoo!a \laugtn- • """""" 111gl13<! points!(! tile 'ilcto<Y _ , - 031\i(;, !'NO Shy()!!'<$ ttlreef nlgll.
·-UC shOt 63.6 petcent(14-tor-22) trom the field In ttm second haJf; tnch.Kffng: ti6.7 ~ttent (6-kv--9} ttom three.
Clnclnnat sllol 50 permnt !lom 100 1\eld for !he game. marking the filS! lima slncelloo. 6 w. UAB. 111at UC ha!i
!l!lCit 5() pe<mnt OtillxMIIrcrn !he llold.

zu. :zoor. Clncit>llllll tla(j fou< pla)'ern score ., ®I.IJ!o f!Qilras agalll$t Goo~get<>Wn.

-forlllo rnt ~'rl<HI- Jan.
vaugtto'a ,opotn!SI<Id. fOllOWed

b)fMf~WIIIamS.

tr..h._ Ya~JcyGat<>t and~ Lorry!li!VIll.

3

Unless otherwise approved by Google, for non-iFrame implementations. visual display of Search and/or
Advertisting Results shall be as visually similar as possible to page content including font style, font size,
coloring and spacing. Any display of Search and/or Advertising Results will conform to Google's then
current Brand Treatment Guidelines for the Services provided.

Google Confidential

CONFIDENTIAL OUTSIDE COUNSEL ONLY

Page 14

GSA Order Form v4.51105

GAN-1 PE-0000020

Exhibit 0 4
AFC Ul Mockup -Display Placement v2

I

·

Jointh~thousandsv:-ho

F. tff-u-- WE SAVE HOMES!
rr ; IIW
.
~.

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