Incredimail 2010 Annual Report Download - page 130

PORTIONS OF THIS ORDER FORM 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.
GSA Order Form Terms and Conditions
“GSA” means the Google Search and Advertising Services Agreement entered into between Google Ireland Limited (“Google”) and Company
with the GSA Effective Date stated on the front sheet of this Order Form.
This is an Order pursuant to the GSA. If there is any conflict between this Order Form and the GSA then this Order Form will, except as set out
in clause 2.2(b) of the GSA, take precedence in relation to the Services to be supplied under this Order Form .
This Order Form shall commence on the Order Form Effective Date and shall continue for the period of the Term stated on the front sheet of this
Order Form, unless terminated earlier in accordance with its terms.
Any capitalized terms not defined in this Order Form shall have the meaning
set out in the GSA.
Special Terms and Conditions
1.
Blocklist
Google shall use its reasonable endeavours to block advertisements containing those URLs as agreed between the parties from time to
time.
2.
Client Applications
2.1.
Subject to the Company
’
s compliance with clauses 2.2 and 2.3 below, the client application(s) set forth in the cover page(s) of this
Order Form is an Approved Client Application for the purposes of (a) sending Requests to Google in connection with the Search
Services which resolve to Results Pages on the WebSearch Site(s); and (b) sending Requests to Google for the purposes of generating
Ad Sets to be displayed on the Site(s).
2.2.
[***]
2.3.
[***]
2.4.
Where an Approved Client Application provides End Users with the option to re
-
set his or her homepage to a Site and/or re
-
set his or
her search engine to the WebSearch Services and End Users choose not to re-
set his or her homepage and/or search engine, Company
shall provide End Users with a clear plain English message that no change has been made and, at Google’
s option, shall provide
Google with a copy of the message that will be sent to all such End Users for Google’
s prior approval (such approval not to be
unreasonably withheld or delayed). Where an End User chooses not to re-
set his or her homepage to a Site and/or search engine to the
WebSearch Services, Company shall not offer such option to re
-
set to that End User again.
3.
Company Suggested Searches using Company Provided Keywords
3.1 Subject to the remainder of this clause 3, Company may implement on the Site certain text links consisting of suggested keywords
which are provided by Company or a third party (subject to Company obtaining Google’s prior written approval of such third party
such approval not to be unreasonably withheld or delayed ) (“Company Provided Keywords”) and which generate Requests when
clicked on by End Users. If Company wishes to use Company Provided Keywords that are provided by a third party it shall send a
written request to Google (each a “Third Party Notice”) and Google shall provide Company with a written reply, either approving or
rejecting Company’s request, within fifteen days of Google’s receipt of such Third Party Notice. In the event that Google does not
send a reply to a Third Party Notice within fifteen days of Google’
s receipt of such notice then Google shall be deemed to have given
its approval to the Third Party Notice but Customer shall still be required to comply with all other provisions of this clause 3
including but not limited to clause 3.9.
3.2
Company shall ensure that all clicks by End Users on Company Provided Keywords generate Valid Requests: (i) which contain all of
the relevant Company Provided Keyword(s) as presented to and clicked by the End User; and (ii) which are transmitted to Google in
the manner specified by Google from time to time, without editing, filtering, truncating, appending terms to or otherwise modifying
such Requests, either individually or in the aggregate.
3.3 Company may select the Company Provided Keywords using an automated or algorithmic mechanism which shall be subject to
Google's approval ( such approval not to be unreasonably withheld or delayed). If Company wishes to select Company Provided
Keywords using an automated or algorithmic mechanism it shall send a written request to Google (each an “ Automated Notice”) and
Google shall provide Company with a written reply, either approving or rejecting Company’s request, within fifteen days of Google’
s
receipt of such Automated Notice. In the event that Google does not send a reply to a request within fifteen days of Google’s receipt
of such Automated Notice then Google shall be deemed to have given its approval to the Automated Notice but Customer shall still
be required to comply with all other provisions of this clause 3 including but not limited to clause 3.9.