EX-10.07 4 dex1007.htm GOOGLE SERVICES AGREEMENT CONFIDENTIAL TREATMENT REQUESTED Google Services Agreement
Exhibit 10.07
CONFIDENTIAL TREATMENT REQUESTED
This Google Services Agreement (“GSA”) is entered into by and between Google Technology Inc. and its affiliates (“Google”) and the Customer identified below and its affiliates (“Customer”). This GSA shall be effective as of the date indicated below (“GSA Effective Date”), and sets forth the terms and conditions under which Customer may use certain services made generally available by Google and described further herein (the “Services”). Such Services may be ordered by Customer, as applicable, on one or more separately stated standard Google order forms executed between the parties (Individually referred to hereinafter as an “Order Form”). Each Order Form shall be governed by this GSA and shall become effective on the date stated in such Order Form (“Order Form Effective Date”). This GSA and the corresponding Order Form(s) together constitute the “Agreement”.
1 | Services. |
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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. |
within 30 days from the Order from Effective Date.
1.3 | Operation of Services. |
Google will not be responsible for receiving any Queries directly from End Users or any other third party, for transmission of data between Customer and Google’s network interface, or for displaying any Search Results Set or Advertising Results Set to End Users.
Customer agrees that, during any applicable Services Term, Customer shall not ***** provided on a ***** (such as *****) ***** that are ***** or any *****, or that *****. However, the foregoing does not limit results that Customer *****.
“Google Competitors” means the following companies:
***** and successors and assigns of each such entity.
***** and successors and assigns of each such entity.
The companies defined as a Google Competitor ***** so long as (1) *****, and (2) if Customer has *****.
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Google will provide the Services on a nonexclusive basis to Customer.
1.3.2 Site Layout and Attribution.
(b) Attribution. The following paragraph applies if Customer elects to procure WebSearch Services pursuant to an Order Form executed by Customer and Google. In connection with the WebSearch Services, Customer shall implement a search box or other similar means used by End Users to enter Queries. Such search box or other similar means and each Site page containing a Search Results Set shall conspicuously display a graphic module in the form as provided by Google from time to time that unambiguously indicates that the Search Results Sets are provided by Google (“Attribution Graphic”), and Customer agrees that it shall not place anything on the Site that in any way implies that information other than the Search Results Sets are provided by Google. Unless otherwise agreed to by the parties in writing, such Attribution Graphic shall be, at minimum 75 x 32 pixels in size and located Above-the-fold on the Site.
Customer shall also unambiguously xxxx each cluster or grouping of Sponsored Links as “Sponsored Links” or other equivalent designation indicating that the Sponsored Links are compensated linked advertisements, and distinct from search results. If Sponsored Links are presented individually, each such link shall be conspicuously marked as a “Sponsored Link”. Customer shall not display any other ads within the cluster or grouping of Sponsored Links.
Customer shall not provide attribution *****.
(c) Adwords Program Link. Customer shall promote the Google “Adwords Program” (including any successor programs thereto) by placing in the page describing merchant advertising opportunities on the Xxxxxxxx.xxx Site a link to facilitate registration or End Users in the Adwords Program (“Adwords Link”), Customer shall provide to Google the URL for any Site page containing an Adwords Link (“Adwords Link Page”).
1.3.4 Support. In consideration of the fees paid by Customer for Web Search (if procured pursuant to an Order Form executed by Customer and Google) and/or revenue share
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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. |
Listed on an applicable Order Form for GSLP, Google shall provide second level technical support services to Customer in accordance with Google’s then current support guidelines in effect (“Support Guidelines”) located at the following URL: xxxx://xxxxxxx.xxxxxx.xxx. or such other URL as Google may provide from time to time (“Support Site”). Prior to making any support request, Customer shall use reasonable efforts to fix any error, bug, malfunction or network connectivity defect on its own without escalation to Google. Thereafter, a single technical employee of customer designated on the Order Form (“Technical Contact”) may submit a support request to Google in writing via email to xxxxxxxxx-xxxxxxx@xxxxxx.xxx (for Websearch Services requests) or xxxxxxxxxxx-xxxxxxx@xxxxxx.xxx (for GSLP requests), or such other email address or URL as provided by Google in the support site from time-to-time. Customer shall provide customer support services, if any, to End Users at its own expenses.
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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. |
public. Except as set forth in this Section, nothing in the Agreement shall be deemed to grant to one party any right, title or Interest in or to the other party’s Brand Features. All use by Google of customer Brand Features (including any goodwill associated therewith) shall inure to the benefit of customer, and all use by Google Brand features (including any goodwill associated therewith) shall inure to the benefit of Google. At no time shall one party challenge or assist others to challenge the Brand Features of the other party (except to the extent this restriction is prohibited by applicable law) or the registration thereof by the other party, nor shall either party attempt to register any Brand Features or domain names that are confusingly similar to those of the other party. A licensor may terminate the licensee’s use of the Brand Features violates the reasonable quality control standards of licensor.
2.4 Data. As between the parties, Google owns all right, title, and interest in and to all information and data it collects and receives, including but not limited to all data collected in connection with the AdWords Program. As between the parties, Customer owns all right, title and interest in and to all information and data collected by Customer on the Site. To the extent that both Google and Customer independently collect identical items of data pursuant to the forgoing 2 sentences, then neither party shall be restricted in any manner in how they use or disclose such items of data. For avoidance of doubt, the Sponsored Links will not be considered data, and use thereof by Customer will be governed by this Agreement.
3.1 Fees. The fees and payment terms for the Services shall be set forth in the applicable Order Form.
3.2 Taxes and Other charges. All transactions under this GSA are exclusive of taxes imposed by any governmental entity. Taxes shall be addressed in any fully executed Order form for services hereto). The following two sentences shall apply only with respect to non-GSLP Order Forms (e.g. Web Search Services), under this GSA. When one party has the legal obligation to collect such taxes, the appropriate amount shall be involved to and paid by the other party, unless that party provides to the invoicing party a valid tax exemption certificate authorized by the appropriate taxing authority.
Upon a party’s request, the other party shall provide to the requesting party original or certified copies of all tax payments or other evidence of payment of taxes with respect to transactions or payments under this Agreement.
3.3 Reports. Within thirty (30) days of the end of each month during the applicable Services Term, Google shall provide Customer with standard WebSearch Services usage and/or GSLP revenue reports, as applicable, in the form generally made available by Google at that time, in addition to any other reports specified in an Order Form.
3.4 Credit approvals. Customer shall submit a completed Google credit application on or before the GSA Effective Date.
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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. |
option settle, any third party lawsuit or proceeding brought against Google based upon: (a) ***** and/or *****; and (b) Customer use of the ***** of the Agreement, or any portion thereof. Indemnification under this Section will include (i) payment of all damages and costs finally awarded for a claim covered under this Section, or (ii) settlement costs approved in writing by the indemnifying party (“Indemnitor”). The foregoing obligations shall exist only if the party seeking indemnification (“Indemnitee”): (i) promptly notifies the Indemnitor of such claim, (ii) provides the Indemnitor with reasonable information assistance and cooperation in defending the lawsuit or proceeding, and (iii) gives the Indemnitor full control and sole authority over the defense and settlement of such claim. The Indemnitee may join in defense with counsel of its choice at its own expense. The indemnitor shall only reimburse the Indemnitee for defense expenses incurred by the Indemnitee with the Indemnitor’s prior written approval.
8.1 The term of an Order Form under which Services may be used by Customer shall commence on the applicable Order Form Effective Date (unless otherwise specified in such Order Form) and shall continue for the period of time as set forth on such Order Form (“Services Term”), unless earlier terminated as provided herein.
8.2 Either party may terminate the Agreement and/or any Order Form; (a) If the other party materially breaches any material term or condition of the Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) If the other party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within sixty (60) days of such filing, or has a trustee, administrator or receiver appointed for its business or assets or any part thereof, Notwithstanding the foregoing, Google may terminate the Agreement if Customer breaches Section 1.3.3 (Prohibited Actions), Section 2.1 (Google Rights). Section 2.3 (License Grants; Brand Features) or Section 7 (Confidentiality) and falls to cure such breach within seven (7) days after receiving written notice thereof (or upon an earlier date, If Google has a good faith belief that such a breach will cause Google to suffer immediate and
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irreparable harm, and on that basis initiates a proceeding to obtain injunctive or other equitable relief to prevent such immediate and irreparable harm, provided that Google has previously notified Customer of the breach and the harm to be avoided, in which case the date that Google files such request for relief shall be the effective date of such termination).
In addition, upon five day written notice (or such shorter period as required to avoid any violation of applicable law, judicial or administrative order or regulation), either party may terminate this Agreement if either party reasonably determines that applicable laws make it impossible to continue performing under an Order Form (provided that, in such event, if a party could legally continue to perform under other Order Forms, at the other party’s option, those Order Forms shall remain in force).
8.3 Upon the expiration or termination of the Agreement for any reason: (i) all license rights granted herein shall terminate; (ii) each party shall within thirty (30) business days pay to the other all amounts due or that have otherwise accrued as of the date of such expiration or termination; (iii) each party shall return to the other party, or destroy and certify the destruction of, all Confidential Information of the other party; and (iv) each party will promptly stop using the other party’s Brand Features, including the Adwords Program Link and the Attribution Graphic, in each case as applicable.
8.4 The termination or expiration of an individual Order Form shall not have the effect of terminating any other individual Order Form or this GSA unless expressly agreed to by the parties in writing. If an Order Form (but not this GSA) terminates or if the Services Term set forth in an Order Form expires, all of Customer’s rights to use the applicable Services, and all other rights and licenses granted by Google to Customer as set forth in such Order Form, if any, shall cease immediately. Termination of all Order Forms hereunder shall result in the termination of this GSA.
1) Customer and acquirer represent and warrant in good faith that the websites displaying the Sponsored Links hereunder (whether or not using the domain names in effect as of the public announcement of such Change in Control) will cease to operate after a Change of Control; and/or
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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. |
2) Customer and acquirer represent and warrant in good faith that the acquirer views Google as a competitor and will not continue an Order Form (selected at Customer and acquirer’s discretion) to this GSA or any similar agreement (which shall not include any agreement between the acquirer and Google that exists as of the date of Customer’s notice of termination) with Google after a Change of Control; and/or
3) Customer and acquirer represent and warrant in good faith that acquirer has a pre-existing exclusive arrangement for the provision of services substantially similar to those provided hereunder which prohibits Acquirer from continuing the agreement with Google after a Change of Control. If Customer makes such termination and if at the time of termination Customer has not delivered Click-Throughs exceeding the product of the number of months Google has made the Minimum Payment multiplied by 700,000 per month, then Customer shall promptly make a refund to Google in the amount of the number of Click-Throughs paid for but not delivered multiplied by $0.714 per undelivered Click-Through.
The Agreement is not intended to benefit, nor shall be deemed to give rise to, any rights in any third party. Either party may seek equitable relief, including temporary restraining order(s) or injunction, in addition to all other remedies, for breach or threatened breach of Section 2 (Ownership; License Grant) or Section 7 (Confidentiality). Before either party initiates legal action against the other arising from the Agreement (other than to seek injunctive or other equitable relief), the matter in controversy will first be referred to an officer of each party, who shall make reasonable efforts to resolve the matter within 2 weeks of the date of referral. The laws of California, excluding California’s choice of law rules, and applicable federal U.S. laws shall govern the Agreement. Each party agrees to submit to the personal and exclusive jurisdiction of the courts located in Santa Xxxxx County, California. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. The parties hereto are and shall remain independent contractors and nothing herein shall be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other nor shall either party have any right or authority to create any obligation on behalf of the other party. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to governmental action, acts of terrorism, earthquake, file, flood, or other acts of God, labor conditions, power failures, and internet disturbances. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall waiver of a breach of any provision constitute a waiver of the provision itself. If any provision is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision shall be interpreted so as to best accomplish its objectives and the remaining provisions shall remain in full force and effect. In the event of any termination or expiration of the Agreement, Sections 2.1, 2.2, 2.4, 5, 6, 7 (including the NDA), 8.3, and 9 shall survive termination. Neither party shall be liable to the other for damages resulting solely from terminating the Agreement as provided herein. This GSA and related Order Form(s) (including any exhibits hereto or thereto) constitute the entire agreement with respect to the subject matter hereof, and any terms contained in any related purchase order(s) or other documents pertaining to the subject matter of the Agreement shall be null and void. The Agreement supersedes any other prior or collateral agreements with respect to the subject matter hereof. Any amendments or addenda to the Agreement must (i) be in writing; (ii) refer to the Agreement; and (iii) be executed by an authorized representative of each party. The Agreement shall be construed as if both parties jointly wrote and prepared it. The Agreement may be executed in counterparts, including facsimile counterparts. In the event of conflict between the terms and conditions of this GSA and any Order Form, the Order Form shall govern. In the event of conflicting Order Forms, any subsequent Order Form shall take precedence over any preceding conflicting Order Form.
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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. |
Google: | Customer: Epinions, Inc. | |||||||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxxx Xxxxx | |||||
Print Name: | Xxxx Xxxxxx | Print Name: | XXXXX XXXXX | |||||
Title: | VP Search Services | Title: | CEO |
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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. |
![]() | Google Technology Inc. 0000 Xxxxxxxx XxxxXxx Xxxxxxxx Xxxx, XX 00000 Tel: (650) 625–4000 Fax: (000) 000-0000 | Google Service Agreement ORDER FORM | NDA Effective Date: December 24, 2002 Google SPD Rep: Xxxx Xxxxxx Google Account Mgr: Xxxxxx Xxxxxxx Google Sales Dir.: Xxxx Xxxxxxxx Google Legal Contact: Xxxxxx Xxxxxx |
Customer (Full Corporate Name) : Epinions, Inc. | Order Form #1 | |||||
Corporate Contact Information: | Billing Contact Information: | Legal notice to: | ||||
Attention: | Xxxxx Xxxxxxxxx | Xxxxxx Xxxx | General Counsel | |||
Title: | Controller | |||||
Primary Address: | 0000 Xxxxxx Xxxx., 0xx Xx. | same | same | |||
City, State, Postal Code, Country: | Xxxxxxxx, XX 00000 | |||||
Phone: | 000-000-0000 | 000-000-0000 | 000-000-0000 | |||
Fax: | 000-000-0000 | same | same | |||
Email: | xxxxx@xxxxxxxx.xxx | xxxxxxx@xxxxxxxx.xxx | xxxxx@xxxxxxxx.xxx | |||
Technical Contact: | Name: Xxxx Xxxxx | Email: xxxxxx@xxxxxxxx.xxx | Tel: 000-000-0000 | |||
Wire Transfer To (if applicable): Account Name: Epinions, Inc. Bank Name: Silicon Valley Bank Bank Address: 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, XX 00000 Account Number: ***** ABA Number: ***** | D&B DUNS Number: | VAT/Tax Number: |
* Original copies and any notices sent pursuant to the Google Services Agreement Section 9 shall be sent to the following Customer control reference identified above (check one): Corporate x Billing ¨ Legal
To Be Finalized By Google Legal Prior To Sending To Customer for Execution | ||
Order Form Effective Date: February 22, 0000 | XXX Xxxxxxxxx Date: February 22, 2003 | |
Initial Services Term from Launch Date: 2 years | Site: xxxxxxxx.xxx, xxxxxxxxx.xxx, xxxx.xxxxxxxx.xxx xxxxxxx.xxxxxxxx.xxx, and at Customer’s option, any other sites owned and operated by Customer, and (subject to the terms herein) any sites Customer operates on behalf of Affiliates. |
SEARCH SERVICE ORDERED | Non-Refundable Annual Service and Support Fee | Monthly Search Fee Minimum Payment | Search Fees (for all Search Result Sets) | |||
¨ Web Search Services ¨ Est. QueryVol./Day | $ N/A | $ N/A | ***** Search Result Sets |
Optional Search Features: (check the applicable boxes) | ¨ Safe Search Level: ¨ High ¨ Medium | ¨ Language Restrict Language(s): N/A | ¨ Country Restrict Country(ies): N/A |
GSLP SERVICES OFFERED | Net Ad Revenue Share Percentage (%) to Customer | |
x Google Sponsored Links Program (GSLP) 3 Min. # of Sponsored Links/Results Page 3 # Wide Format 0 # Narrow Format | Per Order Form Terms and Conditions % |
Optional GSLP Features: (check the applicable boxes) | ¨ Safe Search Level: ¨ High x Medium |
To Be Completed By Google Finance | Google Approval | |||
Customer PO#
¨ Credit Check Complete | Currency: ¨ US Dollar ¨ Japanese Yen ¨ Other: | ¨ Finance Initials: ______________ ¨ Legal (Required if non-standard) Initials: _____________ |
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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. |
GSA Order Form Terms and Conditions
1. | Incorporation of Google Services Agreement. This Order Form, including the terms and conditions hereunder, shall be governed by and incorporated by reference the Google Services Agreement between Google and Customer with the GSA Effective Date set forth above (“GSA”). All capitalized terms used herein have the meanings stated in the GSA, unless defined in this Order Form, in which case the definition in this Order Form shall control. Each party’s signatory to this Order Form represents and warrants (i) that he or she has the power and authority to accept and to bind its company to the terms of this Order Form, (ii) that he or she has read and understands this Order Form, and (iii) that his or her employer hereby agrees to this Order Form. |
2. | Services Term. The term of this Order Form shall commence on the Launch Date and shall continue through the later of the Initial Services Term from Launch Date stated above or Customer’s delivery of ***** Click-Throughs, unless earlier terminated as provided in the GSA. This Order Form shall automatically renew, subject to mutual agreement regarding applicable fees and/or revenue share, for additional twelve (12) month periods, unless one party notifies the other of its intent to terminate no less than 30 days prior to the end of the Initial Services Term or any renewal term thereto. The Initial Services Term and any renewal term shall be known collectively as the “Services Term.” |
3. | Fees and Payment Terms. |
3.1 Click-Throughs; GSLP Payment. Customer guarantees that it will deliver a total of ***** Click-Throughs during the Initial Services Term, with the goal that the monthly Click-Through (as defined below) volume for the site (including any successor site(s)) during the Initial Services Term will be equal to at least ***** Click-Throughs (“Click-Through Commitment”). If, at the end of any given month, Customer fails to deliver at least ***** of the cumulative Click-Through Commitment through such date, Customer shall discuss and implement with Google commercially reasonable steps to correct such underdelivery, e.g. user interface improvements or the provision of additional links. In the event the Service is inoperative for *****, Customer’s Click-Through Commitment will be reduced by a prorated number of Click-Throughs calculated by multiplying the actual number of hours downtime by an average hourly click-through rate of ***** (a “Click-Through
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Reduction”). In the event that Customer has not delivered at least ***** Click-Throughs (less any Click-Throughs Reductions) on or before the end of the Initial Services Term, then Customer shall continue delivering Click-Throughs per the terms of this Agreement, until Customer has delivered a total of ***** Click-Throughs (less any Click-Through Reductions), for up to ***** from the end of the Initial Services Term (the “Make-good Period”). During the Make-good Period, Google’s obligations to make payments pursuant to this Section 3.1, and Customer’s obligation not to display Paid Listings of Google Competitions pursuant to Section 1.3.1 of the GSA, shall cease. In the event that Customer still has not delivered ***** Click-Throughs (less any Click-Through Reductions) at the end of the Make-good Period, then Customer shall pay a pro rata refund to Google (“Refund”) within ***** of the end such Make-good period. The Refund amount shall be calculated by subtracting the Click-Throughs delivered by Customer during the term of the Agreement (including the Make-good Period) from the Click-Through Commitment less any Click-Through Reductions (the “Click-Through Shortfall”) and multiplying the Click-Through Shortfall by *****. Further, upon any early termination of this Order Form other than for Google’s material breach, if Customer has not delivered Click-Throughs exceeding the product of the number of months Google has made the Minimum Payment multiplied by ***** per month, then Customer shall within ***** of such termination date make a refund to Google in the amount of the number of Click-Throughs paid for but not delivered multiplied by ***** per undelivered Click-Through.
3.1.1 Google shall pay to Customer a *****, *****, Google shall ***** pay to Customer ***** from the Minimum Payment Due Date the higher of the following (if greater than zero):
(1) | ***** of Net Ad Revenues generated from Google Sponsored Links displayed on the Site during such calendar month less the associated Minimum Payment (the “Revenues Share Payment”), or |
(2) | ***** provided that if Google is ***** the exceeds *****, then Google shall *****. |
All payments specified are due and shall be made on the date specified, and any overdue payments shall accrue interest, ***** *****, and Google shall pay Customer’s *****.
3.2 Definition. “Click-Through” means the process of an end user clicking on a Google Sponsored Link to link to the Web site included in the advertisement; provided, however, that Click-Through shall not include any click-throughs a directly resulting from fraud, testing by Customer, “bots,” or automated programs for which Google does not receive any compensation.
3.2.1 Click-Through Discrepancies. Google acknowledges that Customer will concurrently track and maintain statistics regarding Click-Throughs based on its good-faith records (“Customer Click-Through Report”) and that, at Customer’s request, Google and Customer will meet in person or by telephone (or other mutually acceptable method) within ***** of the Launch Date (and by mutual agreement thereafter) to review any discrepancies between the Google Report(s) and the Customer Click-Through Report(s) and to negotiate in the good faith an aquitable resolution if such discrepancy exceeds *****. If the parties cannot resolve the discrepancy within *****, the discrepancy will be
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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. |
submitted to the Management Committee (defined below) for resolution. For ***** following submission of the Dispute to the Management Committee, the Management Committee will have the exclusive right to resolve such discrepancy. If the Management Committee is unable to amicably resolve the discrepancy during the ***** period, then the Management Committee will consider in good faith the possibility of retaining a third party mediator to facilitate resolution of the discrepancy. In the event the Management Committee elects not to retain a mediator, then either party shall be free to pursue other courses of action as it deems necessary. “Management Committee” will mean a committee made up of a senior executive from each of the parties for the purpose of resolving discrepancies under this section 3.2.1 and generally overseeing the relationship between the parties contemplated by this Agreement.
3.3 | Audit Rights. Customer may retain a mutually acceptable nationally recognized independent auditor to review and audit Google’s relevant records to confirm the fees due to Customer under this Agreement upon ***** prior written notice. Google agrees to maintain such relevant records until ***** following the termination of this Agreement. Should Customer provide Google with written notice of such audit during that ***** period, Google agrees to maintain such records for ***** following the date of termination, provided however that such audit takes place during this *****. Such audit under this Section shall: (a) be subject to Google’s reasonable security and confidentiality requirements, (b) occur no more than once per year and not during the last three (3) weeks of a calendar quarter, (c) cover only previously unaudited periods, and (d) transpire during Google’s normal business hours. If the audit shows an underpayment to Customer, then Google shall, within ***** after completion of such audit, pay such underpaid amounts to Customer. Such audit shall be at Customer’s expense; provided, however, that if such inspection reveals an underpayment for any audited period of more than *****, Google shall promptly reimburse Customer for the reasonable fees charged by the auditor and shall promptly correct any such non-compliance disclosed by such inspection. |
4. | Methods of Payment. |
Payments to Customer (if by wire transfer) shall be made pursuant to the wire transfer instructions specified on this Order Form.
5. | Blooking or Competitor Ads. Customer may request that Google block Google house ads, competitive advertisements and any Customer-purchased Adwords advertisements from Advertising Result Sets by submitting a text file or relevant domain names (one domain name per text line) to the electronic mail Support address provided by Google to Customer par the GSA. Notwithstanding the foregoing, Google does not guarantee that all competitive advertisements will be effectively blocked and some competitive advertisements may continue to be displayed on the same Web pages as those of Customer. |
6. | Launch Date. The “Launch Date” is the date on which Customer delivers its first Click-Through Customer agrees to launch the GSLP no later than March 1, 2003. The Services Term and Google’s payment obligation shall commence upon the actual Launch Date. Customer must provide written notice (as provided in the GSA) to Google of the actual Launch Date no later than ***** from such date. Such written notice shall reference the GSA and this Order Form. |
7. | Affiliates. Customer may use the Services for the benefit of Affiliates under this Order Form provided that: (a) such Affiliate agrees in writing to be bound by and accepts all of the applicable obligations imposed upon Customer under this Agreement and such Order Form, (b) such Affiliate uses the Services provided under such Order Form strictly in accordance with the rights granted to Customer, (c) all of Customer’s obligations under the Agreement and such Order Form shall survive, (d) Customer shall ensure such Affiliate’s performance under such Order Form, and shall be responsible for the acts and omissions of such Affiliate in relation to this Agreement and the use of the Services under any applicable Order Form; and (e) Customer has all support obligations for each such Affiliate and Affiliate use shall not materially increase Google’s provision of Technical Support Services. “Affiliate” shall mean any entity included in the Site per the Order Form, any *****, any wholly owned subsidiary of Customer, and any other entity that is approved in advance by Google to display Sponsored Links on a website owned and operated by such entity. Affiliates shall not include any ***** Google Competitors as defined in Section 1.3.1 of the GSA nor America Online, Inc. Notwithstanding anything to the contrary herein, the ***** (for purposes of the xxxxxxx.xxxxxxxx.xxx web site only) are expressly permitted to be Affiliates of Customer. |
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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. |
This Order Form may be executed in counterparts, including facsimile counterparts.
Google: | Customer: Epinions, Inc. | |||||||
By: | Xxxx Xxxxxx | By: | Xxxxx Xxxxx | |||||
Print Name: | Xxxx Xxxxxx | Print Name: | XXXXX XXXXX | |||||
Title: | VP Search Services | Title: | CEO |
***** | 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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