Implementation of Services. (a) For each Agreement, the parties will each use their reasonable endeavours to assist each other in implementation of the Services on the Site and to ensure that the Launch Date is reached in an estimated time frame of [***] from the Order Form Effective Date or such other longer time frame as agreed between the parties in writing. Customer acknowledges that in order for such estimated time frame to be met Customer will have to ensure that it complies with all Google’s technical requirements in relation to such implementation. (b) For each Agreement, once Google’s technical and account management personnel are satisfied that Customer has properly implemented the Services on the Site in accordance with Google’s technical and branding requirements and otherwise in accordance with the Agreement and have approved the implementation (such approval not to be unreasonably withheld or delayed), then Google will notify Customer that it may put its implementation of the Services (as approved by Google) into live use. This notification will be by way of e-mail or such other means as Google shall reasonably decide. Customer will not put its implementation of the Services into live use until it has received this notification from Google. (c) Google grants to Customer a non-exclusive and non-sublicensable licence during the applicable Services Term to use the applicable Google Data Protocol(s) as supplied to Customer by Google solely for the purpose of implementing the applicable Services and transmitting Queries and other required information to Google in accordance with Google’s technical requirements as notified to Customer from time to time. (d) 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 the applicable Exhibit(s) to the applicable Order Form(s). Customer will not make any material changes to the implementation of the Services without Google’s prior written agreement. Material changes to the implementation will include (but not be limited to) [***] PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONS. (e) Customer shall ensure that all Services are implemented in accordance with the applicable Google Data Protocol(s) and in accordance with Google’s technical requirements for such Services as notified to Customer from time to time. Once the Services have been implemented, Customer will not make any changes which might affect the implementation of the Services on the Site [***] prior written notice to Google. (f) Customer will use Client IDs as instructed by Google and will provide such information to Google as Google may reasonably request with respect to the use and application of any Client IDs. (g) Google shall have the right to modify any Google Data Protocol(s) and/or technical specifications at any time in its sole reasonable discretion. Where applicable, Customer shall implement such modifications no later than [***] after receipt thereof. (h) For each Agreement, during the applicable Services Term, the parties shall meet (or, if agreed, hold a conference call) at such times and dates as agreed from time to time to discuss service performance [***]
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Implementation of Services. (a) For each Agreement, the parties will each use their reasonable endeavours to assist each other in implementation of the Services on the Site and to ensure that the Launch Date is reached in an estimated time frame of [***] ** from the Order Form Effective Date or such other longer time frame as agreed between the parties in writing. Customer acknowledges that in order for such estimated time frame to be met Customer will have to ensure that it complies with all Google’s technical requirements in relation to such implementation. ***** 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.
(b) For each Agreement, once Google’s technical and account management personnel are satisfied that Customer has properly implemented the Services on the Site in accordance with Google’s technical and and, subject to clause 5 of the applicable Order Form, branding requirements and otherwise in accordance with the Agreement and have approved the implementation (such approval not to be unreasonably withheld or delayed), then Google will notify Customer that it may put its implementation of the Services (as approved by Google) into live use. This notification will be by way of e-mail or such other means as Google shall shalt reasonably decide. Customer will not put its implementation of the Services into live use until it has received this notification from Google.
(c) Google grants to Customer a non-exclusive and non-sublicensable licence during the applicable Services Term to use the applicable Google Data Protocol(s) as supplied to Customer by Google solely for the purpose of implementing the applicable Services and transmitting Queries and other required information to Google in accordance with Google’s technical requirements as notified to Customer from time to time.
(d) 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 the applicable Exhibit(s) to the applicable Order Form(s). Customer will not make any material changes to the implementation of the Services without Google’s prior written agreement. Material changes to the implementation will include (but not be limited to) [***] PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934; [***] DENOTES OMISSIONSany changes in relation to the display of AdSense for Search Sets or AdSense for Content Sets such as changes to the format (including colour or font) in which these are displayed, their placement on the Site, the extent to which they are clickable and/or any changes in the usage of any Google Brand Features or other attribution or similar wording.
(e) Customer shall ensure that all Services are implemented in accordance with the applicable Google Data Protocol(s) and in accordance with Google’s technical requirements for such Services as notified to Customer from time to time. Once the Services have been implemented, Customer will not make any changes which might affect the implementation of the Services on the Site [(including but not limited to, where applicable, altering its advertising serving system) without providing ***] ** prior written notice to Google.
(f) Customer will use Client IDs as instructed by Google and will provide such information to Google as Google may reasonably request with respect to the use and application of any Client IDs.
(g) Google shall have the right to modify any Google Data Protocol(s) and/or technical specifications at any time in its sole reasonable discretion. Where applicable, Customer shall implement such modifications no later than [***] ** after receipt thereof.
(hg) For each Agreement, during the applicable Services Term, the parties shall meet (or, if agreed, hold a conference call) at such times and dates as agreed from time to time to discuss service performance [and financial performance and how these might be optimised. ***]** 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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