Incredimail 2014 Annual Report Download - page 140

(
b) Company agrees that, in connection with its distribution of Redirect functionality in connection with this
Agreement, it will and will use commercially reasonable efforts to ensure that Company Partners will comply with the Guidelines throughout the
Term and the Tail Period.Notwithstanding the foregoing, non-
compliance of the Guidelines by Company or a Company Partner shall still be
subject to [***].
(c) Microsoft will use commercially reasonable efforts to provide at least [***] prior written notice of any change to
the Microsoft Editorial Guidelines and Company will within [***] of such notice comply with any such change. If Company or a Company
Partner is unable to comply with a change to the Microsoft Editorial Guidelines within such [***] day period or if [***], it will notify Microsoft
and include a reasonably detailed explanation of its inability to comply or of [***]. For [***] days after Microsoft’
s receipt of such notice and
information, the Parties will work together in good faith to identify and implement a resolution. If the Parties are unable to identify and
implement a resolution after Company exercises good faith efforts to do so, Company will give Microsoft notice of the same and [***]. For
clarity, [***].
4.6.2 Compliance with Guidelines; Offer Screens . Company will provide a User notice and obtain such User’
s consent,
[***] in a manner that is not misleading and that complies with applicable laws and applicable Guidelines before changing any user settings with
respect to any Search Access Points. If Microsoft reasonably believes that a Company practice or Company Partner practice violates the
Guidelines then Microsoft may raise the issue to Company and the Parties will work together in good faith to resolve the issue. Except for offer
screens existing as of the Effective Date (“Existing Offer Screens ”) , which are deemed approved (versions of which are set forth on
Exhibit
7
), the Parties will work together to develop the offer screens. Company must [***]. For the avoidance of doubt, [***] Company may include
additional offers in the download process for any User provided that such offers comply with the Guidelines and with all applicable laws, and
that the offer screens have been approved by Microsoft as set forth in this Section 4.6.2 .
4.6.3 Traffic Quality Requirements .
(a) Each Party agrees that, in connection with its Redirect distribution under this Agreement, it shall not violate Traffic
Quality Requirements.
(b) Company will work with Microsoft to manage traffic generated by the Company Network according to Microsoft
specifications. Upon notification of the specifications from Microsoft to Company, the Parties will collaborate in good faith to implement the
specifications within a commercially reasonable mutually agreed period of time (which will account for any technical work needed for Company
and/or its Company Partners to implement the specifications, as communicated in writing by Company to Microsoft) .
Microsoft reserves the
right to update such specifications from time to time (which may also be applicable, as commercially reasonable and mutually agreed, to other
distribution redirect partners of the Bing Search Service). As at the Effective Date, the Parties acknowledge that the measurement parameters,
standards, and operational processes for managing [***]. Microsoft intends to implement [***] and the Parties agree to work in good faith to
implement those specifications.
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