Incredimail 2013 Annual Report Download - page 173

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.
EXECUTION VERSION
SEARCH SERVICES AGREEMENT
This Search Services Agreement (this “Agreement”) is made and entered into as of November 19, 2010 (the “Effective Date”), by and
between Conduit Ltd., a company formed under the laws of Israel (“Conduit”) and Microsoft Online, Inc., a Nevada corporation (“Microsoft”),
a
wholly-owned subsidiary of Microsoft Corporation, a Washington corporation. Conduit and Microsoft are each a “Party” and are together
referred to as the “Parties.”
RECITALS
WHEREAS, Microsoft operates search services and provides certain monetization services on behalf of itself and to companies that
publish and provide Web sites and other interactive applications and services;
WHEREAS, Conduit develops, publishes and distributes Web sites, applications, software and other digital properties on behalf of itself
and third-party publishers on a variety of platforms throughout the world;
WHEREAS, Conduit desires to provide Microsoft with distribution services to enable Conduit and it third-party publishers to access
Microsoft’s search services and search monetization services as described herein; and
WHEREAS, Microsoft desires to provide such search services and search monetization services;
NOW, THEREFORE, in consideration of the promises, the mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties hereto, intending to be legally bound, agree
as follows:
AGREEMENT
1. DEFINITIONS
1.1 “Affiliate” means, with respect to a Party, any entity that, at a given time during the Term, directly or indirectly Controls, is
Controlled by or is under common Control with, such Party.
1.2 “Algorithmic Listings” means the results generated by Microsoft’s Algorithmic Search Services for a given Query.
1 .3 “Algorithmic Search Services” means Internet Search services that utilize general indices of content available on the World
Wide Web including vertical search functionality such as search for images, video, news, shopping and travel.
1.4 “API WL Solution” has the meaning given in Section 2.1.3(b).
1.5 “Bing” means the proprietary search engine owned and operated by Microsoft utilized on the Bing Site and any successor
thereto.
1.6 “Bing Site” means www.bing.com or the localized equivalent (e.g., bing.co.uk or bing.fr ) and all subdomains and any
successor sites that replace such sites and subdomains.
CONFIDENTIAL
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