Incredimail 2009 Annual Report Download - page 109

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Exhibit 4.5
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.
SUBJECT TO CONTRACT
AMENDMENT NUMBER ONE
This amendment number one ( “Amendment” )
to the Agreement (as defined below) is entered into by and between Google Ireland Limited, a
company incorporated under the laws of Ireland whose principal place of business is at Gordon House, Barrow Street, Dublin 4 ( “Google” )
and
Incredimail Limited whose registered office is at 4 Haneschoshet Street Tel Aviv Israel ( "Customer" ).
This Amendment shall be effective (“ Amendment Effective Date ”).
INTRODUCTION
Clause 3 of the Order Form shall be deemed deleted and replaced with the following clause as and from the Amendment Effective Date:
(A) Customer and Google are parties to a Google Services Agreement with an effective date of (the
“
GSA
”
)
and a Google Services
Agreement Order Form with an effective date of 1 July 2008 (the
“Order Form”
) (
together the
“Agreement”
).
(B)
The parties now wish to amend the Agreement in the manner set out in this Amendment.
AGREED TERMS
1.
Definitions
Capitalised terms used but not defined in this Amendment shall have the same meaning as in the Agreement.
2.
Amended Clause 3
3.1
Unless otherwise agreed between the parties in writing, Customer
’
s implementation of the applicable Services shall be in all
material respects in the form set out in Exhibits to this Order Form and shall comply in all material respects with the
specifications set out in Exhibits.
3.2
[***]
3.3
All Approved Search Service Applications must be wholly owned or controlled by Customer at all times during the Term.
3.4
Customer will inform Google of any complaints of End Users relating to the installation of Approved Search Service
Applications by End Users in accordance with Google’
s reasonable directions from time to time. Google may direct Customer
to modify any Approved Search Service Application in order to improve user experience, in which event Customer shall make
such modifications within 5 working days, and where not possible for Customer to comply within 5 working days, Google
shall have the right to direct Customer by notice to cease use of such Approved Search Service Application within 5 days of
such notice, and such application shall cease to be an Approved Service Application for the purposes of this Agreement from
the expiry of such notice.