Incredimail 2012 Annual Report Download - page 186

Exhibit 4.8
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 Perion Network, Ltd
whose registered office is at 4 Hanechoshet St., Tel
Aviv, Israel (" Company ") and is effective from 1 May 2013 (“ 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 any period during the Term, revenues that are recognised by Google in connection with Company’
s
use of the applicable AdSense Service and are 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) and the Company Mobile Applications listed
on the front pages of the applicable Order Form in the AdSense Services section, together with any additional URL(s) and additional
mobile applications approved by Google from time to time in accordance with clause 6.3(a) of this GSA;
“ ADX ”
means the Google Doubleclick ADX/Admeld Service, including services and technologies made available to Company
through the Admeld user interface (if any) or any successor service;
“ ADX Guidelines ”
means the guidelines applicable to the ADX Services, which may be found at the following URL:
https://www.google.com/doubleclick/adxseller/guidelines.html ;
“ADX Revenues”
means for any period during the Term and for each ADX transaction type, the sum of the ADX Transaction Prices in
that period. ADX Revenues do not include Client-Managed Revenues;
(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):