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As Of Filer Filing As/For/On Docs:Pgs Issuer Agent 3/23/05 Shopping Com Ltd 10-K 12/31/04 10:200 1193125
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1,097K 2: EX-10.08 Google Services Agreement HTML 245K 3: EX-10.10 Amendment Number One to Google Services Agreement HTML 17K 4: EX-10.19 Description of Director Compensation HTML 8K 5: EX-23.01 Consent of Pricewaterhousecoopers Llp HTML 7K 6: EX-23.02 Consent of Kesselman & Kesselman HTML 7K 7: EX-31.01 Certification of Ceo Pursuant to Section 302 HTML 15K 8: EX-31.02 Certification of Cfo Pursuant to Section 302 HTML 15K 9: EX-32.01 Certification of Ceo Pursuant to Section 906 HTML 10K 10: EX-32.02 Certification of Cfo Pursuant to Section 906 HTML 10K
| Google Services Agreement |
EXHIBIT 10.08
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
EXHIBIT 10.08
Google Inc.
1600 Amphitheatre Parkway
Tel: (650) 623-4000
Fax: (650) 618-1499
Google Services Agreement
ORDER FORM
Google SPD rep: Ned Walley
Google SPD director: Simon Edelstyn
Google sales engineer: Richard Ashley
Google legal contact: Karima Noren
CUSTOMER (FULL LEGAL NAME):
Shopping.com UK Limited
GSA Effective Date:
NDA Effective Date:
15 November 2004
attention:
title:
address, city, area, postal code, country:
phone:
fax:
email:
technical contact:
corporate contact information:
Stevan Glanz
Director Business Development
Greater London House
Lower Ground Floor
Hampstead Road
London NW1 7TZ
+ 44 207 255 4695
+ 44 207 387 2112
name: Laurent Gibb
billing contact information:
Linda Adams-Avonyo
Office Manager
Greater London House
Lower Ground Floor
Hampstead Road
London NW1 7TZ
+ 44 207 4690
+ 44 207 387 2112
email:lgibb@shopping.com
legal notice to:
Steven Glanz
Director Business Development
Greater London House
Lower Ground Floor
Hampstead Road
London NW1 7TZ
+ 44 207 255 4695
+ 44 207 387 2112
tel: + 44 207 255 4699
customer wire transfer info (if applicable):
Netwest plc
City of London Office
PO Box 12258
1 Princes Street
London EC2R 8PA
Bank Account No. 90355547
Bank Sort Code: 600001
VAT/tax number : 760995881
Order Form Effective Date:
Initial Service Term: From the Order Form Effective Date to 30 November 2006
ADSENSES SERVICES
ADSENSE FOR SEARCH
AdSense for Search Site: www.dealtime.co.uk, www.uk.shopping.com and other URLs listed in Exhibit I. Additional URLs may be added by Customer subject to Google’s prior written approval, which approval shall not be unreasonably withheld.
Net AdSense for Search Revenues percentage (%) to Customer
89%
specifications
Ads/Results Page min. # 5 wide format # 5; narrow format# 0 Below-the-fold: yes AdWords link size: as per applicable Exhibits
optional AdSense for Search features: AdSafe
(check the applicable boxes) level: high medium low
to be completed by Google Finance
Customer PO #:
Credit check complete
currency:
US dollar
Euros
other:
Local Dept.
***** Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission.
This Order Form may be executed in counterparts, including facsimile counterparts.
| Google Inc.: | Customer: Shopping.com UK Limited | |||||
| By: | /s/ Joan Braddi |
By: | /s/ Ehud Furman | |||
| Print name: | Joan Braddi | Print name: | Ehud Furman | |||
| Title: | VP, Search Services | Title: | MD, Shopping.com Europe | |||
| Date: | 12.7.04 | Date: | 1/12/04 | |||
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
[GOOGLE LOGO]
GSA Order Form Terms and Conditions
“GSA” means the ‘Google Services Agreement’ entered into between Google and Customer with the ‘GSA Effective Date’ stated on this Order Form above.
This Order Form (including any special terms and conditions stated in it) shall be governed by and incorporates by reference the GSA and all defined terms used in this Order Form have the same meaning as in the GSA unless this Order Form expressly states otherwise.
In the event of any conflict between any special terms and conditions set out in this Order Form and the GSA, the special terms and conditions set out in this Order Form will take precedence.
Unless otherwise agreed between the parties in writing, Customer’s implementation of the applicable Services shall be in all material respects in the form set out in Exhibits A to F to this Order Format. Should Customer desire to deviate from the user interface set forth in Exhibits A to F, Customer will submit mockups of such new user interface for approval by Google, which approval shall not be unreasonably withheld.
SPECIAL TERMS AND CONDITIONS
| 1. | Competitive Domains |
Google shall use reasonable endeavours to block AdSense for Search Sets from the URLs listed in Exhibit G from appearing on the AdSense for Search Site. Subject to Google’s prior written consent (such consent not be unreasonably withheld), Exhibit G may be updated by Customer from time to time.
| 2. | Service Level Agreement |
For each Valid Query received by Google from Customer, Google shall (where available) provide an AdSense for Search Set. Upon receiving an AdSense for Search Set in response to a Valid Query provided in accordance with the Service Level Agreement attached hereto as Exhibit H (the “SLA”) Customer shall display all AdSense for Search Sets without any Google brand attribution and provided further that in the event of third party connectivity issues, for which Google, shall not have any responsibility or liability, prevents Customer from receiving an AdSense for Search Set within ***** after Google’s processing of a Valid Query, then Customer shall not be obliged to display the AdSense for Search Set transmitted.
| 3. | Additional Termination Rights |
Notwithstanding clause 14 of the GSA, Customer may terminate this Agreement with effect on 31 October 2005 by giving at least thirty (30) days prior written notice of such termination to Google.
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
2
| 4. | Net AdSense for Search Revenue Percentage |
| 4.1 | Subject to Google providing Customer with the *****, any ***** shall, unless Google, in its sole discretion determines otherwise, be incurred by the Customer in the manner set out in the GSA. |
| 4.2 | Customer may, after *****, terminate this Agreement by giving at least thirty (30) days prior written notice to Google (the “Notice of Termination”) provided that: |
| (a) | termination cannot become effective before the end of the 90 days period from the date of the *****; and |
| (b) | the right to ***** expires at the ***** from the date on which Customer is ***** for a complete calendar month. |
| 4.3 | Google shall provide such information as generally made available by Google to its partners in relation to the *****. |
| 5. | Google Branding |
| 5.1 | Customer may at its discretion include Google Brand Features on the AdSense for Search Site (excluding the Co-Branded AdSense for Search Site). |
| 5.2 | Customer shall not include any Google Brand Features whatsoever on the Co-Branded AdSense for Search Site. |
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
3
EXHIBIT A
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
EXHIBIT B
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
EXHIBIT C
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
EXHIBIT D
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
EXHIBIT E
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
EXHIBIT F
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
EXHIBIT G
COMPETITIVE SERVICES/BLOCKED URLS
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| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
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| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
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| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
3
EXHIBIT H
SERVICE LEVEL AGREEMENT
Service Levels:
During the Services Term, Google will maintain the service level guidelines provided under this Exhibit F for the transmission of Queries within the U.S, provided that Customer does not unreasonably or disproportionately increase its Query processing volume through Google’s search engine that will result in a material increase in infrastructure cost for Google to support Customer and/or adversely affect Google’s ability to process search queries for other Google customers. In such an event, Google reserves the right to temporarily suspend providing the Services to Customer and the parties will work together with respect to increasing Customer’s Query processing capacity, if necessary and as mutually agreed upon by the parties. Furthermore, the provisions in this Exhibit F shall only apply provided that: (a) Customer correctly implements the technical specifications set forth in the Google Data Protocol; (b) Customer’s DNS client implementation correctly observes the DNS TTL values returned by Google’s DNS servers (i.e. if Customer’s DNS client does not cache values beyond the TTL time), and (c) Customer sends valid Queries to the host name provided to Customer by Google (e.g. XYZ.google.com) and Customer’s client implementation repeats the DNS lookups at least every 5 seconds in order to pick up any changes.
Google will provide ***** Service Availability over a rolling thirty-day period (excluding any network outages), as measured and monitored from Google’s facilities in Mountain View, California, U.S.A. For purposes of this Schedule, “Service Availability” is defined as the percentage of Valid Queries received by Google from Customer that are processed by Google’s search engine.
Server latency will not exceed an average of ***** over any 24-hour period. “Server Latency” is measured as the time period between (1) when Google’s search engine receives a Valid Query from Customer and (2) when Google’s search engine has processed such Valid Query. Server Latency does not include any time associated with transmission of the Query from the Customer to Google’s search engine or transmission of the applicable Results Set(s) from Google’s search engine to the Customer.
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
EXHIBIT I
URLs forming part of the AdSense for Search Site
www.btopenworld.dealtime.co.uk
www.computerarts.uk.shopping.com
www.digitalbamera.uk.shopping.com
www.diaitalhome.uk.shopping.com
eyeconomy.dealtime.co.uk
wwvv.google.dealtime.co.uk
myeweb.dealtime.co.uk
www51.dealtime.co.uk
www.theregister.dealtime.co.uk
www2.dealtime.co.uk
www.searchmesilly.uk.shoppinq.com
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
GOOGLE SERVICES AGREEMENT
This Google Services Agreement (“GSA”) is entered into by and between Google Inc., a company incorporated under the laws of Delaware whose principal place of business is at 1600 Amphitheatre Parkway, Mountain View, CA 94043 (“Google”) and Shopping.com UK Limited (company no. 3983025) whose registered office is at Ground Floor, Greater London House, Hampstead Road, London NW1 7TZ (“Customer”).
This GSA shall be effective from the GSA Effective Date. Each Order Form shall be governed by this GSA and shall become effective on the Order Form Effective Date.
INTRODUCTION
| (A) | Google supplies a range of search and advertising related services. |
| (B) | Google and Customer have agreed that Google will provide certain of these services to Customer. |
| (C) | The Services ordered by Customer are identified on one or more separately stated Order Forms. |
| (D) | This GSA together with the terms and conditions of any applicable Order Form(s) state the terms and conditions under which Google will supply and Customer may use the Services. |
AGREED TERMS
| 1. | Definitions |
| 1.1 | In this GSA and any Order Form(s) the following words and phrases shall have the following meanings: |
“Above-the-fold” means visible to any End User at a minimum resolution of 800 by 600 pixels without scrolling within a Site page as viewed through an Internet browser application considered among the top two (2) most widely used from time to time;
“Ad” means: (a) in the context of the AdSense for Content Services, a content targeted hyperlinked advertisement and (b) in the context of the Adsense for Search Services, a keyword targeted hyperlinked advertisement;
“Additional Costs” means *****;
“Additional Cost Notice” means written notice provided by Google to Customer notifying Customer that Google intends to begin subtracting Additional Costs in its calculation of Billed Ad Revenues within no less than ninety (90) days of the date of the Additional Cost Notice;
“AdSense for Content Set” means a set of one or more Ads provided by Google as part of the AdSense for Content Services in accordance with the applicable Agreement;
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
“AdSense for Content Services” means the provision of content targeted hyperlinked advertisements in accordance with the applicable Agreement;
“AdSense for Content Site” means the property(ies) stated in the applicable Order Form or as otherwise agreed between the parties in writing from time to time;
“AdSense for Search Results Page” means any Site page which contains any AdSense for Search Result Set;
“AdSense for Search Set” means a set of one or more Ads provided by Google as part of the AdSense for Search Services in accordance with the applicable Agreement;
“AdSense for Search Services” means the provision of keyword targeted hyperlinked advertisements in accordance with the applicable Agreement;
“AdSense for Search Site” means the property(ies) stated in the applicable Order Form or as otherwise agreed between the parties in writing from time to time including the Co-Branded AdSense for Search Sites;
“Advertiser Page” means a web page which may be accessed by clicking on any portion of an Advertising Results Set;
“Advertising Results Set” means an AdSense for Content Set and/or an AdSense for Search Set (as applicable);
“Agreement” has the meaning stated in clause 2.4 of this GSA;
“Beta Features” means any features which are identified by Google as “Beta” or are otherwise unsupported under Google’s technical documentation from time to time;
“Billed Ad Revenues” means billed ad revenues from clicks on Advertising Results Sets delivered pursuant to the Agreement minus, subject to Section 4.1 of the Order Form, any Additional Costs;
“Brand Features” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of each party as owned by such party from time to time;
“Co-Branded AdSense for Search Site” means the properties stated in the applicable Order Form or as otherwise agreed between the parties in writing from time to time which are powered by Customer but include Customer’s partners branding and shall never include Google Brand Features;
“Customer Content” means any editorial, text, graphic, audiovisual and other content that is served to End Users of the Site and that is not provided by Google;
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
2
“Downloadable Application” means any instant messaging product, chat application, email client or application (including “alert software”), other communication interface, financial data or service application, file viewer or media player, game or contest program, internet navigation and search assistant program (including any web page version of such program), browser plug-in, or similar downloadable or internet accessible application;
“End Users” means individual human end users of the Site accessing the Site by non-automated means;
“Google Data Protocol(s)” means the Google data protocol(s) applicable to the Services being supplied by Google to Customer in accordance with the applicable Agreement as notified to Customer by Google prior to the Launch Date for those Services and any revised versions of such protocol(s) that may be notified to Customer by Google from time to time following such Launch Date;
“GSA Effective Date” means the later of the two signature dates at the foot of this GSA;
“Image Search Results Page” means any Site page which contains any Image Search Result(s);
“Image Search Result” means an image search result provided by Google to Customer as part of the Image Search Services in accordance with the applicable Agreement;
“Image Search Result Set” means a set of one or more image search results provided by Google to Customer as part of the Image Search Services in accordance with the applicable Agreement;
“Image Search Services” means the provision of image search results in accordance with the applicable Agreement;
“Image Search Site” means the property(ies) stated in the applicable Order Form or as otherwise agreed between the parties in writing from time to time;
“Initial Services Term” means the Initial Services Term as stated in the applicable Order Form;
“Intellectual Property Rights” means all copyright; moral rights; patent rights; trade or service marks; design right; semiconductor topography rights; rights in or relating to databases; rights in or relating to confidential information; rights in relation to domain names; privacy or publicity rights and any other intellectual property rights (registered or unregistered) throughout the world; including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for past infringements;
“Invalidating Act” means any of the actions in clauses 5.1(h) and 5.1(i) of this GSA;
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
3
“Launch Date” means the date on which Google notifies Customer in accordance with clause 3.5(b) that Customer may put its implementation of the applicable Services (as approved by Google) into live use;
“NDA” means the non disclosure agreement entered into by the parties the effective date of which is stated on the Order Form(s);
“Net AdSense for Content Revenues” means Billed Ad Revenues from Qualifying Ads minus *****;
“Net AdSense for Search Revenues” means Billed Ad Revenues from Qualifying Ads minus *****;
“Non-Qualifying Advertising Results” means (a) any fraudulent impressions of Advertising Results Sets generated by any person, bot, automated program or any similar device or clicks generated on any Advertising Results Sets through any Invalidating Acts or impressions or clicks which are generated or recorded in error, in each case as reasonably determined by Google; (b) impressions of Advertising Results Sets or clicks on Advertising Results Sets delivered to End Users through an implementation which is not initially approved by Google pursuant to the Agreement or which subsequently fails to meet Google’s technical requirements and specifications or is otherwise not in accordance with the Agreement; (c) Advertising Results Sets that consist of Google house ads for which Google does not receive any payment from the advertiser; (d) any impressions of Advertising Results Sets or clicks on Advertising Results Sets generated by tests carried out by Google from time to time;
“Order Form” means a fully executed Google order form which incorporates this GSA;
“Order Form Effective Date” means the effective date of the applicable Order Form as stated on that Order Form or, if no date is stated, the later of the two signature dates at the foot of that Order Form;
“Qualifying Ads” means Ads (excluding Non-Qualifying Advertising Results) displayed on the AdSense for Content Site or AdSense for Search Site (as applicable) in accordance with the applicable Agreement(s);
“Query” means a search query entered on the Site by an End User by way of a search box or other similar means implemented in accordance with the Agreement which is transmitted by Customer to Google in order to obtain Search Results;
“Referring Page” means a third party web page on which the full size version of an image the URL for the thumbnail version of which is provided as part of an Image Results Set appears;
“Request” means a request for an AdSense for Content Set generated by an End User accessing a web page on the AdSense for Content Site on which the Customer has
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
4
implemented the AdSense for Content Services in accordance with the applicable Google Data Protocol;
“Results Page” means an Image Search Results Page or WebSearch Results Page (as applicable);
“Search Result(s)” means any WebSearch Result(s) or Image Search Result(s) (as applicable);
“Search Result Set” means a WebSearch Results Set or an Image Search Results Set (as applicable);
“Search Services” means the WebSearch Services and/or the Image Search Services (as applicable);
“Services” means the AdSense for Search Services, AdSense for Content Services, WebSearch Services and/or Image Search Services (as applicable);
“Services Term” means the term stated in clause 2.5;
“Site” means the AdSense for Search Site, AdSense for Content Site, WebSearch Site and/or Image Search Site (as applicable).
“Valid Query” means a Query received by Google which (i) is from a list of approved internet protocol addresses provided to Goggle by Customer prior to implementation of any Services (as modified by Customer upon forty-eight (48) hours notice to Google via the online Google Search Administration Console located at: http://console.Qoogle.com, or such other URL as may be updated by Google from time to time; (ii) contains a unique alphanumeric code provided by Google; and (iii) is formatted by Customer in accordance with the applicable Google Data Protocol requirements;
“WebSearch Results Page” means any Site page which contains any WebSearch Result(s);
“WebSearch Result” means a web search result provided by Google to Customer as part of the WebSearch Services in accordance with the applicable Agreement;
“WebSearch Result Set” means a set of one or more (but no more than ten) web search results provided by Google to Customer as part of the WebSearch Services in accordance with the applicable Agreement;
“WebSearch Services” means the provision of Web search results in accordance with the applicable Agreement; and
“WebSearch Site” means the property(ies) stated in the applicable Order Form or as otherwise agreed between the parties in writing from time to time.
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
5
| 1.2 | The headings to the clauses of this GSA and any Order Forms are for ease of reference only and shall not affect the interpretation or construction of this GSA andlor any Agreement. |
| 1.3 | Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended, extended or re-enacted. |
| 2. | Order Forms and Services Terms |
| 2.1 | This GSA contains general terms relating to the provision by Google from time to time of Services. Google shall provide such Services in accordance with this GSA as the parties shall agree from time to time. |
| 2.2 | Before Google provides any such Services, Google and Customer will in each case first agree in relation to such Services: |
| (a) | exactly what Services are to be supplied; |
| (b) | any other relevant details. |
in each case all of this information will be included in an Order Form.
| 2.3 | If any Order Form conflicts with the provisions of this GSA then the provisions of that Order Form will take precedence in relation to the Services to be supplied in accordance with that Order Form. In the event of conflicting Order Forms, any subsequent Order Form shall take precedence over any prior conflicting Order Form. |
| 2.4 | Each agreed Order Form will form a separate agreement (an “Agreement”) between Customer and Google on the terms contained in the Order Form and in this GSA. Each Agreement will be separately terminable by either party in accordance with clause 14. |
| 2.5 | For each Agreement entered into between Google and Customer, the term of such Agreement shall commence on the Order Form Effective Date and shall continue for the period of the applicable Initial Services Term and, if renewed in accordance with this clause, for the applicable renewal period, unless earlier terminated as provided in this GSA or the applicable Order Form. An Agreement may be renewed at the end of the applicable Initial Services Term only upon mutual written agreement of the parties. If an Agreement is not renewed, then it will automatically expire at the end of the applicable Initial Services Term. |
| 3. | Services |
| 3.1 | General |
| (a) | Implementation of the Services on the Site is conditional upon the Site being wholly owned or operated exclusively by Customer on its servers. Customer may modify or add additional URLs to those comprising the Site with Google’s prior written consent. |
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
6
| (b) | Certain Services may include Beta Features. Beta Features are provided “as is” and any use of them shall be solely at Customer’s own risk. Google reserves the right, in its sole discretion, to include or cease providing Beta Features as part of any Services at any time. |
| 3.2 | Search Services (if ordered) |
| 3.2.1 | WebSearch Services (if ordered) |
| (a) | (Google shall, from the Launch Date: |
| (i) | for each Valid Query received by it, where available transmit to Customer a set of up to ***** WebSearch Results; |
| (ii) | if ‘Language Restrict’ is selected on the applicable Order Form, assist Customer in limiting WebSearch Results to web pages in the language(s) specified on the Order Form; |
| (iii) | if ‘Country Restrict’ is selected on the applicable Order Form, assist Customer in limiting WebSearch Results to web pages served from the country(ies) specified on the Order Form; and |
| (iv) | if ‘Safe Search’ is selected on the applicable Order Form, assist Customer in preventing English only language-based sexually explicit search results from appearing in WebSearch Results; and |
| (v) | within ***** of the end of each month during the Services Term, provide Customer with WebSearch Services usage reports in the form generally made available at that time or as otherwise may be provided online. |
| (b) | Customer acknowledges and agrees that Google does not commit that all WebSearch Results will be limited to the languages and/or countries specified or that all objectionable WebSearch Results will be prevented. |
| 3.2.2 | Image Search Services (if ordered) |
| (a) | Google shall, from the Launch Date: |
| (i) | for each Valid Query received by it, where available transmit to Customer a set of Image Search Results consisting of a thumbnail version of each image (if available) and the URL for each Referring Page; |
| (ii) | if ‘Safe Search’ is selected on the applicable Order Form, assist Customer in preventing sexually explicit images displayed on English only language-based web sites from appearing in Image Search Results; |
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
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| (iii) | within ***** of the end of each month during the Services Term, provide Customer with Image Search Services usage reports in the form generally made available at that time or as otherwise may be provided online. |
| (b) | Customer acknowledges and agrees that Google does not commit that all objectionable Image Search Results will be prevented. |
| 3.2.3 | All Search Services (if ordered) |
| (a) | Customer shall, from the Launch Date: |
| (i) | send all Queries received by Customer from End Users (without editing, modifying or filtering such Queries individually or in the aggregate) to Google in accordance with the applicable Google Data Protocol and otherwise in compliance with the requirements stated in the Agreement for processing by Google; |
| (ii) | implement on the Site a search box which, provided this has been agreed in advance by Google, together with each Results Page shall conspicuously display a text and/or graphic module, in a form provided by Google from time to time, that unambiguously indicates that the Search Results are provided by Google; |
| (iii) | display the Search Results on the applicable Site; |
| (iv) | ensure that its implementation of the Search Services, including but not limited to each Results Page, conforms with Google’s brand treatment guidelines in effect from time to time, which are located at http://console.google.com (or such other URL as may be updated by Google from time to time); and |
| (v) | ensure that each Results Page is in all material respects in the form set out in the applicable Exhibit(s) to the applicable Order Form, unless otherwise agreed in writing between the parties. |
| (b) | In the event that Customer uses any Search Results in a manner inconsistent with this clause 3.2, Google shall have the right to suspend Customer’s right to use the relevant Search Services (or any part of them) with immediate effect until such time as, in Google’s reasonable opinion, Customer has taken all necessary steps to rectify such inconsistent use. |
| 3.2.4 | Image Search Services (if ordered) |
In addition to the obligations set out in clause 3.2.3, Customer shall, from the Launch Date take reasonable steps to minimise any legal risks, including but not limited to:
| (a) | ensuring that each Image Search Results Page is similar to the image search results page used by Google on its own web site; |
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
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| (b) | either (i) linking only to the Referring Page if the image is selected by an End User (but not displaying the image separately from the Referring Page at a size larger than the thumbnail) or (ii) always displaying the Referring Page with the image (and not solely the image), as Google does on its own web site, if the image is selected by an End User; and |
| (c) | not displaying any advertising on any Image Search Results Page and/or in connection with any Referring Page. |
| 3.3 | AdSense for Search (if ordered) |
| (a) | Google shall, from the Launch Date: |
| (i) | for each Valid Query (excluding any Queries relating to Image Search Services) received by it, where available provide to Customer an Adsense for Search Set comprising at least the minimum number of Ads stated in the applicable Order Form for display on the AdSense for Search Site; |
| (ii) | if ‘AdSafe’ is selected on the applicable Order Form, assist Customer in preventing English only language-based sexually explicit advertising from appearing in AdSense for Search Set(s). Customer acknowledges and agrees that Google does not commit that all objectionable Ads will be prevented; and |
| (iii) | within ***** of the end of each calendar month during the Services Term, provide Customer with AdSense for Search revenue reports in the form generally made available at that time or as otherwise may be provided online. |
| (b) | Customer shall, from the Launch Date: |
| (i) | for any and all Queries (excluding any Queries relating to Image Search Services) received by Customer from End Users, (without editing, modifying or filtering such Queries individually or in the aggregate) send such Queries to Google in accordance with the applicable Google Data Protocol.; |
| (ii) | request from Google no fewer than the minimum number of Ads per AdSense for Search Results Page stated in the applicable Order Form; |
| (iii) | ensure that all requests for AdSense for Search Sets sent by Customer to Google shall include End User IP address and user agent information to allow Google to better target advertisements and assist in preventing spam, automated Queries and other fraudulent activities; |
| (iv) | ensure that no AdSense for Search Sets requests sent by Customer to Google contain information that is or may be personally identifiable; |
| (v) | display each AdSense for Search Set to End Users on the relevant Site page and ensure that each Site page containing any AdSense for Search Set(s) shall conform to the specifications stated in the applicable Order Form; |
| ***** | Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. |
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| (vi) | ensure that each Site page containing any AdSense for Search Set(s) conforms to Google’s brand treatment guidelines in effect from time to time which are located at http://console.000cile.com, or such other URL as may be updated by Google from time to time; |
| (vii) | ensure that its implementation of the AdSense for Search Services is in all material respects in the form set out in the applicable Exhibit(s) to the applicable Order Form, unless otherwise agreed in writing between the parties; |
| (viii) | unambiguously mark each AdSense for Search Set as “Sponsored Links” or other equivalent designation indicating that the Ad(s) contained in the AdSense for Search Set are linked advertisements, and distinct from search results; |
not hinder, truncate or obstruct in any way the display of the full text of any Ad as provided by Google (including without limitation through the use of pop-ups, popunders or similar graphical units).