Incredimail 2010 Annual Report Download - page 134

4.2.
Subject to clause 4.1, Company shall not make Search History available to an End User unless it :
a) Has provided the End User with sufficient information to allow End User to make an informed choice as to whether or not to
enable Search History;
b)
Has obtained the End User
’
s prior opt
-
in consent to enable this feature; and
c)
Provides the End
-
User with the option, at all times, to disable Search History and delete his or her Search History .
4.3.
Subject to clauses 4.1 and 4.2, Company shall only provide an End User
’
s Search History to the End User that performed the searches
and shall not provide such Search History to any other End User.
4.4.
Subject to clauses 4.1, 4.2 and 4.3, if Company implements Search History on the Site it shall ensure that no Requests contain any
End User personal data. For the purposes of this clause 4.4 “personal data” means any information relating to an identified or
identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an
identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity.
4.5.
Company may only put its implementation of Search History into live use once Google
’
s technical and account management
personnel are satisfied that Company has properly implemented Search History 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).
4.6.
Company will use and assign Client IDs and/or channel IDs in relation to Search History 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.
4.7.
Google will not have any obligations or liability under clause 12 (Indemnities) of the GSA arising from or in connection with any
Search History. 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
Search History 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 4.7. 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.
4.8. Company shall ensure that the implementation of such functionality is in accordance with the mock ups in Exhibit D and that
Company
“
Search history
”
are clearly labelled with the designation approved, or notified, by Google to Company from time to time.
5.
Early termination of Agreement
5.1.
Either party may terminate this Agreement on 31 December 2011 by giving the other party not less than 90 days prior written notice.
For the avoidance of doubt, if neither party serves a valid notice of early termination in accordance with this clause 5.1, this
Agreement shall remain in full force and effect for the remainder of the Term unless terminated in accordance with the GSA.
6.
Google Brand Features
6.1.
No licence to use Google Brand Features is granted by Google to Company under this Agreement and Company shall not be
permitted to include any Google Brand Features or attribution on any Site or as part of or in association with any Approved Client
Application.
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5
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