Incredimail 2014 Annual Report Download - page 148

SECTION 12: GENERAL PROVISIONS.
12.1 Notices
. Save for [***] and [***] which may be delivered by fax to Company to the respective parties listed on the cover
page of this Agreement (with a simultaneous copy sent by email to [***]), all notices and other communications required or permitted under this
Agreement must be in writing and delivered personally, mailed, first class mail, postage prepaid, certified and return receipt requested or via an
internationally recognized overnight courier, to the applicable Party at the addresses set forth on the first page to this Agreement, unless, by
notice, a Party changes or supplements the addressee and addresses for giving notice. All notices are deemed given: (i) if given personally or by
overnight courier, on the date personally delivered; or (ii) if given by first class mail, five days after placed in the mail as specified.
12.2 Counterparts
. This Agreement may be executed in two counterparts, both of which taken together constitute a single
instrument. Execution and delivery of this Agreement may be evidenced by scanned copies in pdf exchanged via email.
12.3 Successors and Assigns.
This Agreement and the performance of any duties hereunder may not be assigned, transferred,
delegated (except as set forth below), sold or otherwise disposed of by a Party other than (a) with the prior written consent of the other Party, or
(b) in the event of a sale of all or substantially all of such Party’
s assets or in the event of a merger, consolidation, share exchange,
recapitalization, restructuring or business combination involving such Party. This Agreement will be binding upon and shall inure to the benefit
of a Party’
s permitted successors and assigns. Any assignment not permitted by the Agreement is void. Notwithstanding the foregoing, either
Party may delegate its performance to, or exercise its rights through, one or more Affiliates in the Territory; provided that in the event of any
such delegation or exercise, each Party will remain liable and fully responsible for its Affiliates’
performance of and compliance with such
Party’s obligations and duties under this Agreement.
12.4 Nondisclosure Agreement.
The NDA is incorporated by reference and made a part of this Agreement and governs the
Agreement. The Agreement and all discussions under or relating to it are considered “confidential information” under the NDA.
12.5 Amendment and Waiver; Entire Agreement.
No amendment to, or waiver of, any provision of the Agreement will be
effective unless in writing and signed by both Parties. The waiver by any Party of any breach or default will not constitute a waiver of any
different or subsequent breach or default. As of the Effective Date, this Agreement, together with all exhibits, represents the entire agreement
between the Parties with respect to the subject matter of this Agreement. As of the Effective Date, this Agreement supersedes all prior
agreements and communications of the Parties, oral or written, relating to its subject matter. As of the Effective Date, this Agreement
supersedes the Original Agreements. All internet searches conducted prior to the Effective Date (and revenue therefrom) under the Original
Agreements will be governed by the Original Agreements, and all Included Searches (and revenue therefrom) as of and after the Effective Date
will be governed by this Agreement. For the avoidance of doubt, (i) this Agreement does not supersede or modify the NDA, and (ii) the
surviving portions of the Original Agreements will apply with respect thereto.
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