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EXHIBIT 4.6
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.
AMENDMENT NUMBER TWO
This amendment number two ( “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, Ltd whose registered office is at 4 Hanechoshet st. Tel Aviv, Israel ( "Customer" ).
This Amendment shall be effective from 1 July 2009.
INTRODUCTION
2. Amendments
2.1 The following shall be added as a new definition in clause 1.1 of the GSA:
““ Equivalent Ads ” means any advertisements that are the same as or substantially similar in nature to the AFS Ads provided by
Google under any Agreement;”
2.6 Clause 9.3(b) of the GSA shall be deleted and replaced with “clause not used”.
2.7 The following shall be inserted at the end of existing clause 9.4(c) of the GSA:
“The party receiving payment will be responsible for any bank charges assessed by the recipient's bank.”.
2.8 The following shall be inserted as a new clause 13.3 in the GSA:
2.9 The following shall be inserted as a new clause 13.4 in the GSA:
(A)
Customer and Google are parties to a Google Services Agreement with an effective date of 1 July 2008 (the
“
GSA
”
).
(B)
The parties now wish to amend the GSA 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 GSA.
2.2
Clause 3.3(b)(vi) shall be deleted and replaced with the following:
“(vi) ensure that its implementation of the AdSense for Search Services is in all material respects in the form set out in the
applicable Exhibit(s) to the applicable Order Form, unless otherwise approved in writing by Google. Google may only
withhold its approval on grounds that [***] Notwithstanding the foregoing, Customer shall at all times comply with the
requirements of clause 6.2.
2.3
[***]
2.4
[***]
2.5
[***]
[***]
“13.4 Should the Customer notify Google in writing (or by email) of its wish to receive Google’
s service known (as at 1 July 2009)
as IBA (Interest Based Advertising), the Customer will ensure that at all times during the applicable Services Term, Customer
has a clearly labelled and easily accessible privacy policy in place relating to the applicable Site(s) [***]
[***]