Incredimail 2010 Annual Report Download - page 115

Download and view the complete annual report

Please find page 115 of the 2010 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 195

  • 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
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195

Exhibit 4.4
PORTIONS OF THIS AGREEMENT 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.
GOOGLE SEARCH AND ADVERTISING SERVICES AGREEMENT
This Google Search and Advertising Services Agreement (“ GSA ”) is entered into by Google Ireland Limited
, whose principal place of
business is at Gordon House, Barrow Street, Dublin 4 (“ Google ”)
and Incredimail Ltd whose principal place of business is at 4 Hanechoshet st.,
Tel Aviv, Israel (" Company ") and is effective from 1 January 2011 (“ GSA Effective Date ”).
INTRODUCTION
AGREED TERMS
“Ad” means an advertisement forming part of an Ad Set;
“Ad Revenues” means the AdSense Revenues and ADX Revenues;
“Ad Set” means a set of one or more advertisements provided through the applicable Advertising Services;
“Advertising Services” means the AdSense Services and/or the ADX Services (if ordered);
“AdSense Revenues”
means, for each of the AdSense Services, for any period during the Term, revenues that are recognised by
Google and attributed to Ads displayed to End Users in that period in accordance with the applicable Agreement;
“AdSense Services”
means the AdSense services listed on the front pages of the applicable Order Form, as updated by Google from
time to time;
“AdSense Site” means, for the AdSense Services,
the web site(s) located at the URL(s) listed on the front pages of the applicable
Order Form in the AdSense Services section, together with any additional URL(s) approved by Google from time to time in accordance
with clause 6.3(a) of this GSA;
“ ADX ” means Google Doubleclick Ad Exchange;
“ ADX Guidelines ” means the guidelines applicable to the ADX Services, as provided by Google to Company from time to time;
“ADX Revenues” means, for the ADX Services,
for any period during the Term, revenues that are recognised by Google and
attributed to Ads displayed to End Users in that period in accordance with the applicable Agreement;
“ADX Services”
means the ADX services listed on the front pages of the applicable Order Form, as updated by Google from time to
time;
“ADX Site” means
the website(s) located at the URL(s) submitted by Company in writing to Google or through the ADX user
interface, together with additional URL(s) submitted to Google from time to time under clause 6.3(a) of this GSA;
(A)
Google and Company have agreed that Google will provide certain of its search and advertising related services to Company, as listed
in one or more Order Forms.
(B)
Each Order Form will form a separate (and separately terminable) agreement between Company and Google on the terms contained in
the Order Form and in this GSA.
1.
Definitions
1.1
In this GSA and any Order Form(s):