Incredimail 2013 Annual Report Download - page 178

EXECUTION VERSION
1.64 “Territory” means worldwide, to the extent permitted by U.S. law.
1.65 “Third Party Claim” means any claim, demand, suit, action, or administrative, regulatory or other proceeding by anyone
other than an Indemnified Party in connection with such matter.
1.66 “Tier” has the meaning given in Section 4.1.1.
1.67 “Transaction Tax” means any sales, use, value added, goods and services, or similar Tax.
1.68 [***]
1.69 “Withholding Taxes” has the meaning given in Section 4.5.2.
2. SERVICES
2.1 Scope of Services.
2.1.1 Provision of Services . During the Term and in accordance with the provisions of this Agreement, Microsoft will
provide the Services in response to all Queries delivered by Conduit from all Sources in the Territory. Conduit, [***] , shall be
entitled to access the Services through all Sources in the Territory and as otherwise agreed by the Parties, other than Sources on Properties
excluded under Section 2.1.3. [***] ,
2.1.2 Initial Migration of Existing Properties . During the portion of the Term between the Commencement Date and
December 31, 2010 (if the Commencement Date is earlier than January 1, 2011), Microsoft will make the Services available to the Properties
and Conduit Publishers that the Parties agree to migrate to the Services. Beginning on January 1, 2011 and continuing throughout the Term,
Microsoft will make the Services available to all of the Properties and Conduit Publishers supported by Conduit as of the Commencement Date.
2.1.3 New Properties; Exclusion of Properties .
(a) New and Changed Properties . After the Commencement Date, Conduit may add new Properties (“New
Properties”),
new Sources as allowed under Exhibit B, and new Conduit Publishers, including those that become Conduit Publishers via
the Self-Serve Platform, without prior approval from Microsoft. Conduit will use commercially reasonable efforts to prevent the use of
the Services or the enablement of Sources on or in connection with New Properties (and Properties supported by Conduit as of the
Commencement Date that materially change after the Commencement Date (a “Changed Property”)) that violate (for so long as they
violate) Microsoft’s standard advertising editorial guidelines as applicable in the local geographic market of the applicable Conduit
Publisher (the “Guidelines,” a current copy of such guidelines, as applicable in the United States, is available at
http://advertising.microsoft.com/support-center/search-advertising/editorial-guidelines ) with respect to (i) adult content; (ii) gambling
activity; (iii) the promotion of illegal drugs or other illegal activity; (iv) the distribution of spyware, computer viruses, SPAM or similar
harmful software or code; and (v) the distribution of products or services whose primary intent is to provide software or platforms that
enable file sharing of copyrighted content or that enable the bypassing of copyright protection. “Commercially reasonable efforts” as
used in the preceding sentence means that Conduit (x) provides clear notice to prospective Conduit Publishers of the foregoing
Guidelines; (y) posts such policies in an easily accessible location on the Conduit.com Web site (either by incorporating the relevant
Guidelines into Conduit’s publisher terms and conditions or linking directly to the Guidelines); and (z) investigates and takes
reasonable action in response to violations within a reasonable time following a reported violation. Microsoft will provide reasonable
cooperation to Conduit at Conduit’s request in connection with any such violations.
CONFIDENTIAL
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