Incredimail 2010 Annual Report Download - page 132

3.4
Company shall ensure that
3.4.1 Company Provided Keywords are determined by objective measures (rather than commercial criteria) such as search query
frequencies and relevancies, and are not selected manually or in such a way as to be commercially biased to favour Search
Queries that result in Ads with high CPC or otherwise;
3.4.2
Company Provided Keywords do not include any Google Brand Features and, subject to clause 3.8, are accompanied by
wording that states that such Company Provided Keywords are provided by Company or a third party (e.g. “search terms
provided by Incredimail
”
);
3.4.3 Company Provided Keywords do not contain or refer to any pornographic, hate-related or violent content or contain or refer
to any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other
applicable laws, or any third party rights;
3.4.4
if Company Provided Keywords are related keywords, such keywords are relevant to the Request which generated the
Results Page containing Search Results on which such Company Provided Keywords are displayed;
3.4.5
if Company Provided Keywords are popular keywords, then such keywords are derived from previous End User searches
and arranged by popularity and Company shall ensure that such popular keywords are based on aggregate (not individual)
End User searches. Company shall ensure that the list of popular keywords derived from previous End User searches is
refreshed no less frequently
than
once per week.
3.4.6 if Company Provided Keywords are suggested keywords as part of auto-complete functionality, then such keywords are
relevant to the current text entered into the Search Box by the End User.
3.5
Google may from time to time require that particular words or terms are not used as Company Provided Keywords.
3.6 Google may prohibit the sending of Requests by Company using Company Provided Keywords, may refuse to serve Ads in response
to Requests generated via Company Provided Keywords, or may ask Company to disable Company Provided Keyword functionality
altogether, if Google in its sole discretion determines that such feature or implementation is detrimental to Google and/or Google’s
advertiser(s).
3.7
Company will use and assign Client IDs and/or channel IDs in relation to Company Provided Keywords as instructed by Google at all
times, and will provide such information to Google as Google may reasonably request with respect to the use and application of any
such Client IDs and/or channel IDs.
3.8 Company shall ensure that the implementation of such functionality is in accordance with the mock ups in Exhibit C and that
Company Provided Keywords are clearly labelled with the designation approved, or notified, by Google to Company from time to
time.
3.9
Company may only put its implementation of Company Provided Keywords into live use once Google
’
s technical and account
management personnel are satisfied that Company has properly implemented Company Provided Keywords on the Site in accordance
with Google’s technical and branding requirements and otherwise in accordance with the Agreement and Google has approved the
Company
’
s implementation (such approval not to be unreasonably withheld or delayed).
3.10
Google may decide to offer to provide to Company functionality as part of the Search Services that is the same as or similar to
Company Provided Keywords during the Term (“Google Provided Keywords”). If Google chooses to make Google Provided
Keywords available to the Company during the Term it shall provide the Company with written notice (including by email) that shall
include any terms of use and Company shall cease to provide Company Provided
Keywords to End Users within 30 days of receipt of
Google
’
s notice and shall implement Google Provided Keywords in accordance with the terms of use set out in the notice.
3.11
Google will not have any obligations or liability under clause 12 (Indemnities) of the GSA arising from or in connection with any
Company Provided Keywords. Company shall indemnify Google against all liabilities, costs, expenses, losses and damages suffered
or incurred by Google or any Google Group Company as a result of any third party claim in connection with, arising from or related
to the use of Company Provided Keywords and/or the implementation of that feature on any Site. In order for the indemnity given in
this clause to apply in relation to a particular claim, Google will: (i) notify the Company in writing of such claim , as soon as
reasonably practicable following Google’s internal investigation of such claim ; and (ii) provide Company with reasonable
information, assistance and co-operation in defending the claim; and (iii) give Company full control and sole authority over the
defence and settlement of such claim, subject to Google’s approval of any such settlement, which approval will not be unreasonably
withheld or delayed. Nothing in the GSA or any Order Form will exclude or limit Company’s liability under this clause 3.11.
Company shall be liable for any act or omission by any such third party provider which, if had been committed by Company directly,
would constitute a breach of this Agreement by Company.
4.
Search History
4.1. Company shall not implement on the Site text links provided by Company that consist of an End User’s previous Search Results and
which generate Requests when clicked on by End Users (“Search History”) without Google’s prior written approval (including by