Incredimail 2012 Annual Report Download - page 195

9.2
All goodwill arising from the use by Company of the Google Brand Features will belong to Google.
9.3
Google may revoke the licence granted under clause 9.1 above at any time on reasonable written notice.
10.
Payment
10.1
Company Payments
(a)
[
***
]
(b)
[
***
]
(c)
[
***
]
10.2
Google Payments
(a)
[
***
]
(b)
[
***
]
(c)
[
***
]
10.3
All Payments
(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 selected by Company
from the options provided by Google. 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 fees payable by Company for Search Services and ADX Services
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 2% per annum 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).
10