Incredimail 2014 Annual Report Download - page 143

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SECTION 5: COMPENSATION AND REPORTING.
5.1 Compensation.
Microsoft will compensate Company during the Term and the Tail Period according to the Platform used
by the User and the relevant country in the amounts set forth in this Section 5.1 .
(a) For Included Searches generated through Personal Computers :
(i) In any Tier 1 Country, [***] Microsoft will pay to Company [***]; and
(ii) For [***], Microsoft will pay Company [***]. For the purpose of determining [***].
By way of illustration only, [***].
(iii) In Tier 2 and Tier 3 Countries, Microsoft will pay to Company [***].
(b) For Included Searches generated through a Mobile Device, Microsoft will pay to Company [***].
(c) Upon termination of this Agreement for any reason, other than termination of this Agreement by Company pursuant to
Section 6.2.1 or Section 6.2.2
, Company undertakes to continue to provide Included Searches (established prior to termination) during [***]
(the “ Initial Tail Period ”) and Microsoft will pay Company the compensation set forth in Section 5.1(a) and (b)
, as applicable. Company
shall have the option, following the Initial Tail Period, upon giving notice to Microsoft, to continue to provide Included Searches (established
prior to termination) for an additional [***] (“ Extended Tail Period ”)
and Microsoft will pay Company compensation for such Included
Searches as set forth in Section 5.1(a) and (b) , calculated and applied to each country within the Territory, on a country-by-country basis. “
Tail
Period ”
means for the purpose of this Agreement, the Initial Tail Period and if extended, the Extended Tail Period, ending at 23:59hrs PST on
the last day thereof.
5.2 [***].
5.3 Method and Timing of Payment.
5.3.1 Monthly Reports.
Microsoft will provide Company in a timely manner (no later than [***] following the end of
each calendar month) with a monthly report containing such information as is reasonably necessary for Company to prepare invoices for
amounts payable to Company pursuant to Section 5.1
, including at a minimum, by Platform and by country all of the reporting information
described in Section 4.11 for activity in the immediately preceding month. All information contained in Microsoft's reports under this
Section
5.3.1
shall be deemed Confidential Information (as defined in the NDA) of each Party and will be used and disclosed by the Parties only as
expressly provided in this Agreement.
5.3.2 Invoices and Payments. Within [***] of receipt of the monthly report described in Section 5.3.1
, Company will
submit a monthly invoice to Microsoft for the amounts payable under such monthly reports. Microsoft will pay the properly payable amounts
reflected in each invoice within [***] of the end of the applicable calendar month. By way of example, [***] Microsoft will make all payments
to Company in U.S. Dollars by wire transfer in accordance with the instructions set forth in Exhibit 9
or otherwise as instructed by Company in
writing. All currency conversions made under this Agreement will be made using the applicable average daily exchange rate for the applicable
period as published by OANDA or such other internationally recognized source as may be agreed by the Parties in writing.
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