Incredimail 2012 Annual Report Download - page 199

provided (in each case) that any such suspension or removal of a page(s) or Site(s) may only take effect in relation to the page(s) or Site
(s) on (or in respect of which) the relevant breach has occurred.
(c)
is in material breach of the Agreement more than twice even if the previous breaches were remedied,
15.3
A party may suspend performance and/or terminate this GSA (and all Agreements) with immediate effect, if:
(a)
the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration,
receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on
business; or
(b)
any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries
on business or has assets.
15.4
[
***
]
15.5 Google has the right (in its sole discretion) with
[
***
]
notice to Company to remove or require Company to remove the AFC Services
from any Site (or part of a Site) on which the AFC RPM falls below [ *** ]
for the previous calendar month. For the purposes of this
clause 15.5,
“
AFC RPM
”
means AFC AdSense Revenues per one thousand AFC Requests.
15.6 Google may terminate any Agreement on at least
[
***
]
written notice to Company if at any time the average total amount of Ad
Revenues (in respect of all Advertising Services provided under the relevant Order Form) calculated across any three consecutive
months is less than or equal to
[
***
]
per calendar month.
15.7
Google may terminate any Agreement immediately by providing written notice to Company if pornographic content that is illegal under
United States laws is displayed on any Site.
15.8
The parties acknowledge that following any removal of the AFC Services from any Site or termination of an Agreement pursuant to
clause 15.5 or 15.6, Company may continue to receive the applicable Google advertising services in relation to the relevant Site (or part
of a Site) by entering into an online agreement with Google in respect of such services and Site.
15.9
Upon the expiration or termination of this GSA for any reason:
(a)
all rights and licences granted by each party will cease immediately; and
(b)
if requested, each party will use its reasonable endeavours to promptly return to the other party, or destroy and certify the
destruction of, all Confidential Information disclosed to it by the other party.
15.10
The termination or expiration of an individual Agreement will not have the effect of terminating any other Agreement or this GSA
unless expressly agreed to by the parties in writing. If an Agreement (but not this GSA) terminates or expires, all rights and licences
granted by Google to Company under that Agreement will cease immediately. Termination or expiration of all Agreements will result
in the expiration of this GSA on the same date on which the last Agreement terminates or expires.
16.
General
16.1 All notices of termination or breach must be in writing and addressed to the other party’
s Legal Department. The email address for
notices being sent to Google’s Legal Department is legal-not[email protected]
. Notice will be treated as given on receipt, as verified
by written or automated receipt or by electronic log (as applicable). All other notices must be in English, in writing and addressed to the
other party
’
s primary contact and sent to their then current postal address or email address.
14