Incredimail 2012 Annual Report Download - page 205

b.
Company Provided Keywords
i.
Subject to the remainder of this clause 6(b), Company may implement on the Site certain text links consisting of suggested
keywords which are provided by Company or a third party (subject to Company obtaining Google’
s prior written approval of
such third party, such approval not to be unreasonably withheld or delayed) and which generate Requests when clicked on by
End Users (“ Company Provided Keywords ”).
If Company wishes to use Company Provided Keywords that are provided by
a third party it shall send a written request to Google (each a “ Third Party Notice ”)
and Google shall provide Company with
a written reply, either approving or rejecting the Third Party Notice, within fifteen days of Google’
s receipt of such Third Party
Notice. In the event that Google does not send a reply to a Third Party Notice within fifteen days of Google
’
s receipt of such
Third Party Notice then Google shall be deemed to have given its approval to the Third Party Notice but Customer shall still be
required to comply with all other provisions of this clause 6(b) (including, but not limited to, clause 6(b)(ix)).
ii.
Company shall ensure that all clicks by End Users on Company Provided Keywords generate Valid Requests: (i) which
contain all of the relevant Company Provided Keyword(s) as presented to and clicked by the End User; and (ii) which are
transmitted to Google in the manner specified by Google from time to time, without editing, filtering, truncating, appending
terms to or otherwise modifying such Requests, either individually or in the aggregate.
iii.
Company may select the Company Provided Keywords using an automated or algorithmic mechanism which shall be subject
to Google's approval (such approval not to be unreasonably withheld or delayed). If Company wishes to select Company
Provided Keywords using an automated or algorithmic mechanism it shall send a written request to Google (each an “
Automated Notice ”)
and Google shall provide Company with a written reply, either approving or rejecting the Automated
Notice, within fifteen days of Google
’
s receipt of such Automated Notice. In the event that Google does not send a reply to an
Automated Notice within fifteen days of Google’
s receipt of such Automated Notice then Google shall be deemed to have
given its approval to the Automated Notice but Company shall still be required to comply with all other provisions of this
clause 6 (including, but not limited to, clause 6(b)(ix)).
iv.
Company shall ensure that that Company Provided Keywords:
1.
are determined by objective measures (rather than commercial criteria) such as search query frequencies and relevancies,
and are not selected manually or in such a way as to be commercially biased to favour Search Queries that result in Ads
with high cost per click or otherwise;
2.
do not include any Google Brand Features;
3. do not contain or refer to any pornographic, hate-
related or violent content or contain or refer to any other material,
products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or
any third party rights;
4.
if Company Provided Keywords are related keywords, such keywords are relevant to the Request which generated the
Results Page containing Search Results on which such Company Provided Keywords are displayed;
5.
if Company Provided Keywords are popular keywords, then such keywords are derived from previous End User searches
and arranged by popularity;
6.
if Company Provided Keywords are suggested keywords, then such keywords are relevant to the current text entered into
the Search Box by the End User.
v.
Google may from time to time require that particular words or terms are not used as Company Provided Keywords.
vi.
Google may prohibit the sending of Requests by Company using Company Provided Keywords or may refuse to serve Ads in
response to Requests generated via Company Provided Keywords, if Google in its sole discretion determines that such feature
or implementation is detrimental to Google and/or Google
’
s advertiser(s).
vii.
Company will use and assign Client IDs and/or Channel IDs in relation to Company Provided Keywords as instructed by
Google at all times, and will provide such information to Google as Google may reasonably request with respect to the use and
application of any such Client IDs and/or Channel IDs.
viii.
Company shall ensure that the implementation of such functionality is in accordance with the mock ups in Exhibit C and that
Company Provided Keywords are clearly labelled with the designation approved, or notified, by Google to Company from
time to time.
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