Incredimail 2013 Annual Report Download - page 179

EXECUTION VERSION
(b) Notice of Suspension; White-Label Solution . Microsoft may require Conduit to suspend or cease
providing Services to Sources within a Property by providing at [***] Conduit, if (i) in Microsoft’
s reasonable judgment,
such Property violates Microsoft’s guidelines with respect to subsections (i)-(v) of subsection (a) above, (ii) Microsoft would not enter
into a direct relationship with such Conduit Publisher to provide Services with respect to such Property and (iii) Microsoft has not
accepted advertising with respect to such Property or Conduit Publisher on the Microsoft O&O Properties. Such notice will include a
detailed description of the reasons for the requested action and, upon Conduit’s request, the Parties shall work together promptly and in
good faith to address and attempt to resolve such issues in order to resume providing Services to the affected Property. If the Parties are
unable to resolve such issues after using such good faith efforts, [***]
Microsoft will consider such request promptly and in good faith. Such [***] as may be agreed by the Parties.
Any [***] will be subject to all of the terms of this Agreement except with respect to Microsoft branding. Any API
WL Solution will be subject to the terms of Microsoft’s standard API license terms as generally applied and such other terms as may be
agreed by the Parties, including reasonable adjustments to the service levels and other obligations of Microsoft with respect to the
implementation and technical delivery of the Services set forth in this Agreement. For clarity, the payment provisions of this Agreement
will continue to apply with respect to any [***] .
(c) Suspension . Conduit will promptly suspend or terminate the provision of Services to each Property as
required by Microsoft under this Section 2.1.3; provided that the process described in this Section 2.1.3 shall be undertaken by both
Parties with consideration to minimizing any potential interference with the business of any Conduit Publisher. For clarity, (i) the fact
that a Property may violate any of subsections (i)-(v) of subsection (a) above shall not be deemed a breach of this Agreement and (ii)
the submission of a Query by an End User from a Source or the contents of any Results does not mean that the Property is in violation
of subsections (i)-(v) of subsection (a) above.
2.2 Implementation .
2.2.1 Hosting of Results Page . Unless otherwise agreed upon in writing by the Parties, Microsoft will host the Results
Pages. The Parties will mutually agree on the mechanisms to deliver and correctly display the Conduit and Conduit Publisher content described
in Sections 2.2.2(b) -2.2.2(d). For the avoidance of doubt, nothing in this Section 2.2 or otherwise will affect Conduit’s right to engage in
homepage replacement (as described in 2.7.3(a)) and to host homepages in connection therewith. If such homepage replacement includes the
replacement of an End User’s browser’s homepage with the Bing Site homepage, Microsoft will, subject to Conduit’s proper implementation of
the [***]
CONFIDENTIAL
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