Incredimail 2014 Annual Report Download - page 145

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6.2.3 Termination for Exit of Search Services Business
. Microsoft may terminate this Agreement upon giving one (1)
year
’s prior written notice to Company, if Microsoft decides to shut down the Bing Site.
6.2.4 Termination for [***]. In the event of [***].
6.2.5 Termination for [***]. In the event that [***].
6.3 Survival . The following provisions survive any termination or expiration of this Agreement for any reason:
Sections
4.2.2 ; 4.3 ; 5.1 , 5.3 and (until all payment is made for the Term and Tail Period); 5.4 (in accordance with its terms); 6.2 ; 6.3 , 7-11
, and any
other provision specifically stating it applies following the Term.
SECTION 7: OWNERSHIP.
7.1 Microsoft Ownership.
Company acknowledges and agrees that as between Company, on the one hand, and Microsoft, on
the other hand, Microsoft owns all right, title and interest in the Bing Search Service, the Microsoft Brand Features and Microsoft User
Data. Except for the licenses set forth in this Agreement, nothing in the Agreement confers upon Company any license or right, title, or interest
in the foregoing.
7.2 Company Ownership.
Microsoft acknowledges and agrees that as between Microsoft, on the one hand, and Company, on
the other hand, Company owns all right, title and interest in the Products, Company Brand Features, Default Search Homepages, Search from
New Tabs and Company User Data. Except for the licenses set forth in this Agreement, nothing in this Agreement confers upon Microsoft or the
Microsoft Affiliates any licenses or right, title, or interest in the foregoing.
SECTION 8: USER DATA; REPRESENTATIONS AND WARRANTIES.
8.1 User Data; Compliance with Privacy and User Data Laws.
All Microsoft User Data will be retained and owned solely by
Microsoft and/or its Affiliates. All Company User Data will be retained and owned solely by Company. Each Party represents and warrants to
the other Party that: (i) all of its collection and use of User Data during or resulting from Users’
use of Bing Search Service or Products, Default
Search Homepages, Default Browser Search, or Search from New Tabs or any other Search Access Point will comply with all applicable federal
and state privacy and consumer protection laws of the United States and its territories, and standard legal terms and conditions, attached as part
of Exhibit 1 hereto (as may be amended from time to time); (ii) it has, and will at all times maintain, a specific end-
user license agreement and
privacy policy governing the delivery and use of its assets hereunder; and (iii) it abides, and will at a times abide, by such end-
user license
agreement and privacy policies. Company will provide Microsoft with a copy of its privacy policies, user terms and conditions, and disclosures
made to Users. Each Party will ensure that appropriate disclosures are provided to each User.
8.2 Mutual Representations and Warranties.
Each Party represents and warrants to the other Party that: (a) it has the full
corporate right, power and authority to enter into the Agreement and to perform the acts required of it under the Agreement, including, without
limitation, the right to grant any and all rights and licenses under the Agreement without violation of the rights of any third party; (b) the
execution of the Agreement and performance of its obligations under the Agreement do not and will not violate any other agreement to which it
is a party; (c) the Agreement, when executed and delivered, constitutes its legal, valid and binding obligation; and (d) any and all activities it
undertakes in connection with the Agreement will be performed in compliance with all applicable laws, rules and regulations.
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