Incredimail 2008 Annual Report Download - page 108

Download and view the complete annual report

Please find page 108 of the 2008 Incredimail annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 122

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122

- 13 -
PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE
COMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS.
Brand Features. All use by Google of Customer Brand Features (including any goodwill associated therewith) shall inure to the benefit of
Customer and all use by Customer of Google Brand Features (including any goodwill associated therewith) shall inure to the benefit of
Google. No party shall challenge or assist others to challenge the Brand Features of the other party (except to protect such party’s rights
with respect to its own Brand Features) or the registration thereof by the other party, nor shall either party attempt to register any Brand
Features or domain names that are confusingly similar to those of the other party.
8.5
Either party may revoke the licence granted by it to the other under clause 8.2 or 8.3 above (as applicable) at any time
[***]
8.6
Subject to clause 13, neither party will issue any press release regarding the existence or content of this GSA or any Agreement without the
other party
’
s prior written approval.
9.
Payment
The fees and payment terms for all Services shall be as set out in this clause 9 unless expressly stated otherwise in the applicable Order Form.
9.1
Search Services (if ordered)
[***]
9.2
AdSense for Search Services (if ordered) and/or AdSense for Content Services (if ordered)
Google shall pay to Customer
[***]
9.3
All AdSense Services (if ordered)
[***]
9.4
All Services
(a)
All payments under the Agreement are exclusive of taxes imposed by any governmental entity.
[***]
(b)
Google
’
s obligation to pay Customer shall commence on the Launch Date.
(c)
All payments due to Google or to Customer shall be in the currency specified in the applicable Order Form.
(d)
Payments to Google shall be made by telegraphic transfer to the account notified to Customer by Google for that purpose.
(e) Payments to Customer (if by telegraphic transfer) shall be made to the account notified to Google by Customer for that purpose. Customer
acknowledges that Google may, at its option, set off any payment obligations to Customer it may incur under any Agreement against any
fees owed and not yet paid by Customer under that Agreement and/or any other Agreement(s) and/or any other agreements between
Google and Customer, in addition to any other rights and remedies Google may have. [***] In addition, Google reserves the right to
withhold and offset against its payment obligations under any Agreement, or to require Customer to repay to Google within [***] of
request for such repayment, any amounts which Google may have previously overpaid to Customer in relation to any Agreement.
10.
Warranties
10.1
Each party warrants to the other that it has full power and authority to enter into this GSA and any applicable Agreement(s).
10.2
Google warrants to Customer that it will provide the Services with reasonable care and skill.
10.3
Customer warrants to Google that:
(a) it shall only use information provided by Google (including Websearch Results and/or Advertising Results Sets) in a manner that
complies with applicable laws; and