Incredimail 2010 Annual Report Download - page 122

[***]
10.2
AdSense Services
[***]
10.3
ADX Services
10.4
All Services
(a)
[***]
(b)
In respect of the Search Services and the AdSense Services, all payments due to Google or to Company will be in the currency
specified in the applicable Order Form and made by electronic transfer to the account notified to the paying party by the other
party for that purpose. In respect of the ADX Services, all payments to Company will be in the form of payment and currency
specified by Company in the ADX user interface. In all cases, the party receiving payment will be responsible for any bank
charges assessed by the recipient's bank.
(c)
Google will, unless it has notified Company otherwise, set off the search fees payable by Company under an Agreement
against Google
’
s payment obligations to Company under that Agreement.
(d)
If Google recognises any ad revenues in error or otherwise overpays Company for any reason, Google will, unless it has
notified Company otherwise, set off the overpaid amounts against Google’
s payment obligations to Company under the
Agreement to which the overpaid amounts related or require Company to pay to Google within [***] of an invoice, any such
overpaid amounts.
(e)
Google or Company (as applicable) may charge interest at the rate of [***] above the base rate of Barclays Bank PLC from
time to time, from the due date until the date of actual payment, whether before or after judgment: (i) in the case of Google, on
any fee for Search Services which is overdue; and (ii) in the case of Company, on any payments to be made by Google to
Company in relation to Advertising Services which are overdue, unless such payments have been set off.
11.
Warranties
11.1
Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under this GSA and any
Agreement(s).
11.2
No conditions, warranties or other terms apply to any Services or to any other goods or services supplied by Google under this GSA or
any Agreement unless expressly set out in this GSA or the applicable Agreement. Subject to clause 13.1(b), no implied conditions,
warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with
description).
12.
Indemnities
12.1
If either:
(a)
Company receives a claim from a third party that either Google
’
s or any Google Group Company
’
s technology used to provide
the Services or, where Company has ordered the Search Services and/or AdSense Services , any Google Brand Feature infringe
(s) any Intellectual Property Rights of that third party; or
(b)
Google receives a claim from a third party that the Company Content, Site and/or Approved Client Application (if any)
infringe(s) any Intellectual Property Rights of that third party or a claim from a Company Partner relating to any use of, or
access to, the ADX Services, or the implementation or display of Ads on a Site of a Company Partner;