Incredimail 2014 Annual Report Download - page 138

SECTION 4: RIGHTS AND RESPONSIBILITIES FOR DISTRIBUTION.
4.1 Provision of Services.
During the Term and the Tail Period, and in accordance with the provisions of this Agreement,
Microsoft will provide the Bing Search Service to Users in response to all Redirects. Microsoft will include Paid Listings in response to
Redirects whenever they are available.
4.1.1 [***]. In response to Redirects, Microsoft will provide Users with [***]. Microsoft will use commercially reasonable
efforts to enforce the Microsoft Editorial Guidelines ( Exhibit 1
) and prohibitions and requirements included in the Traffic Quality
Requirements ( Exhibit 3 )[***].
4.2 Methods of Distribution.
4.2.1 General
. Beginning no later than the Effective Date, during the Term and Tail Period and in the Territory,
Company may: (i) Redirect users from all Search Access Points in its Products (including from all Search Access Points that were set by
Company, its Affiliates and all Company Partners prior to the Effective Date under the Original Agreements) to the Bing Search Service; and (ii)
enable Default Browser Search. Company may distribute each of the foregoing independently of each other to each respective user, in
Company’s discretion and through the distribution activities and entry points set forth on Exhibit 5
; provided, that [***]. Company will only
engage in such distribution during the Term in the Territory in accordance with Section 4.6 .
4.2.2 Approved Products
. Company may distribute the Products approved as of the Effective Date or as set forth in
Exhibit 5. If Company wants to: (i) [***] or (ii) submit new Products for approval, then it will request approval thereof from Microsoft in
writing. [***] Microsoft may approve or reject the Updates or new Products in its sole discretion. Microsoft may ask for additional information
from Company as reasonably needed to complete its review of Company’
s [***]. Notwithstanding the foregoing, Microsoft reserves the right to
review any expressly approved or deemed approved Products at any time during the Term. If Microsoft determines that a previously (expressly
or deemed) approved Product does not comply with the Guidelines or Exhibit 2
, then Microsoft will notify Company of the same and Company
shall [***], then Microsoft reserves the right, to prohibit the distribution of the Bing Search Service within the Product immediately and
Company shall give effect to such prohibition where requested until such fix is applied and effective.
4.2.3 Bundling Products
. Company may bundle or otherwise combine the offer for a Product with an offer for any other
product, service or application, provided that each product, service or application bundled with a Product also itself complies with the Guidelines
and obligations herein.
Upon request, Company will provide Microsoft with reasonable detail of the product, service or application being
bundled with each Product.
In the event of any material conflict between the terms contained with the body of this Agreement and guidelines and
policies set forth in Exhibit 1 , the terms of the main body of this Agreement will control .
4.2.4 Manner of Distribution . Company may present the offer for the Products to end-
users. When Company displays an
offer to end-users as a part of the implementation screen display it will do so on an opt-
out or opt in offer basis. In the event that: (i) [***] or (ii)
[***].
4.3 Redirections; Tracking Codes or Other Tracking Tags .
4.3.1 Placement of Tracking Codes
. Prior to the Effective Date, Microsoft will have provided Company with [***]
Tracking Codes (the “ Initial Tracking Codes ”)
under the Original Agreements. Company shall be entitled to require Microsoft to provide for
up to [***] additional Tracking Codes (the “ Additional Tracking Codes ”).
Company understands that such Additional Tracking Codes will be
provided by Microsoft within a reasonable amount of time from Company’
s written request for such Additional Tracking Codes. Company will
place Tracking Codes in any Search Access Points, and all such tagged Search Access Points will redirect to the Bing Search Service. Microsoft
will pay the applicable compensation to Company, as set forth in Section 5.1
, only to the extent that a Tracking Code exists in a Search Access
Point. Microsoft will inform Company immediately of: (i) any search queries that Microsoft receives without Tracking Codes that it believes
originates under this Agreement (when Microsoft becomes aware); or (ii) any errors or other technical problems with the implementation of
Tracking Codes that it is able to detect. [***].
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