Incredimail 2013 Annual Report Download - page 185

EXECUTION VERSION
2.8 Traffic Assignment . Each Party will take all reasonable actions and provide all reasonable assistance to the other Party
(including the execution, acknowledgment, delivery and assistance in preparation of documents) as may be requested by the other Party to
ensure that (a) Microsoft obtains [***] and (b) Conduit receives [***] Such
reasonable actions may include, by way of example and without limitation, (x) Microsoft hosting the [***] ;
(y) [***] and (z) [***]
2.9 Service Levels . [***]
2.10 Other Platforms . Conduit shall have the right to implement all then-available versions of the Services designed for Other
Platforms (“Other Platform Services”).
If Microsoft does not have a version of the Services designed for an Other Platform with respect to which
Conduit desires to receive Services, but a then-available version of a Service may be readily adapted to such Other Platform (e.g., by making
reasonable format changes to Results from such available Services), then the Parties will work together to make such adaptations and Conduit
may implement the Services on such Other Platform. If then-available Services may not be readily adapted to such Other Platform, the Parties
will study the feasibility, effort and timing of providing Services for such Other Platform for a period of 60 days from Conduit’s request to
receive such Services. If the Parties do not mutually agree to include the Services for such Other Platform, Microsoft will have no further
obligation with respect to such requested Other Platform Services. If the Parties agree to include the Services for such Other Platform, Microsoft
will work with Conduit to provide the requested Other Platform Services in the agreed manner and timeframe, and, when made available,
Conduit will use the Other Platform Services consistent with the terms and conditions of this Agreement as such terms and conditions may need
to be modified in light of the nature of the particular platform or differing business models; provided that (a) the Parties will act reasonably and
work together in good faith to agree on any such modifications (for example, the provision of the [***] may not apply to
implementations on Other Platforms) and (b) any such modifications will be consistent with the spirit and intent of this Agreement and preserve
the Parties’ relative shares of the ongoing economic benefits of this Agreement. Unless the Parties otherwise agree in writing, this Section shall
not be construed to require Microsoft to provide Conduit with any software code (for example, apps) other than software (such as APIs or other
code to enable the Services) that Microsoft makes generally available to other Microsoft Partners in connection with the Services.
3. [***]
3.1 Search Services Exclusivity . Except as otherwise provided for in this Agreement, commencing
on [***] and continuing throughout the Term, Microsoft will
be [***] and [***] . Conduit will not do anything to
circumvent [***] . For clarity, the
foregoing [***] . In addition, [***] in this Section 3.1 does not apply
to: [***]
CONFIDENTlAL
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