Exhibit 10.29


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS
AGREEMENT.  CONFIDENTIAL PORTIONS HAVE
BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


	
  

  	
   

  	
  Google Inc.

  1600 Amphitheatre
  Parkway

  Mountain View, CA 94043
 Tel: (650) 623-4000

  Fax:(650) 618-2678

  	
   

  	
  Google Services Agreement

  ORDER
  FORM

  	
   

  	
  Google SPD Rep: ***  

  Google SPD Director: ***  

  Google Sales Engineer: ***  

  Google Legal Contact: ***

  



 


	
  CUSTOMER (FULL LEGAL NAME):  MIVA, Inc.

  	
  GSA Effective Date: December 27, 2006

  	
  NDA Effective Date:  ***       

  
	
   

  	
  Corporate Contact Information:

  	
  Billing Contact Information:

  	
  Legal Notices to:

  
	
  Attention:

  	
  ***

  	
  ***

  	
  ***

  
	
   Title:

  	
  ***

  	
  ***

  	
  ***

  
	
  Address, City, State,

  Postal Code, Country:

  	
  143 Varick Street, New York, NY 10013

  	
  5220 Summerlin Commons Blvd, Ft. Myers, FL 33907

  	
  5220 Summerlin Commons Blvd, Ft. Myers, FL 33907

  
	
  Phone:

  	
  ***

  	
  ***

  	
  ***

  
	
  Fax:

  	
  ***

  	
  ***

  	
  ***

  
	
  Email:

  	
  ***

  	
  ***

  	
  ***

  
	
  Technical Contact: 

  	
  ***

  	
  ***

  	
  ***

  
	
  Customer Wire Transfer Info (if applicable):

  ***

  	
  D&B DUNS Number: ***

  	
  VAT/Tax Number: ***

  
	
  Order Form Effective Date: 
  January 1, 2009

  	
  Initial Services Term: ***

  



 


SEARCH SERVICES


 


	
  SEARCH SERVICES

  	
   

  	
  Search Fees

  	
   

  	
  Safe Search

  (Check if applicable)

  	
   

  	
  Language Restrict

  (Check if applicable)

  	
   

  	
  Country/Location Restrict

  (Check if applicable)

  
	
  x WebSearch Services ***

  	
   

  	
  ***

  	
   

  	
  o SafeSearch

  

  o High 

  o Medium 

  o Off

  	
   

  	
  o If checked, specify languages:

  	
   

  	
  o If checked, specify country:

  



 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


1

















 


ADSENSE SERVICES


 


	
  

  

  ADSENSE FOR SEARCH (“AFS”)

  	
   

  	
  Customer’s AFS

  Revenue Share

  Percentage (%)

  	
   

  	
  

  AFS Deduction

  Percentage (%)

  	
   

  	
  

  

  Specifications

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  x
  AdSense for Search ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Optional AdSense for Search Features:

  (check the
  applicable boxes)

  	
   

  	
  o
  AdSafe

  Level: o
  High o Medium o Low o Off o Adult Only

  



 


To Be
Completed By Google Finance


 


	
  Customer PO #: o

  

  Credit Check Complete

  	
   

  	
  Currency:

  x US Dollar

  o Japanese Yen  

  o Other:

  



 


[***] = Confidential treatment requested for redacted portion; redacted
portion has been filed separately with the Securities and Exchange Commission.


 


2














 





 


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 incorporates by reference the Google Services Agreement between Google and
Customer with the GSA Effective Date set forth in the Cover Page of this Order
Form (the “GSA”).  If any terms of this Order Form conflict with
the terms of the GSA, the terms of this Order Form shall control.  The GSA and this Order Form together comprise
the “Agreement.”  


 


2.              Services Term.  The term of this Order Form shall commence on
the Order Form Effective Date and shall continue for the period of the Initial
Services Term stated above, unless earlier terminated as provided in this
Agreement.  For purposes of this
Agreement, the term of any renewal hereunder is referred to as the “Renewal Term,” and the Initial Services
Term, together with the Renewal Term, if any, may also be referred to as the “Services Term.”  


 


3.              Defined Terms.  The following capitalized
terms shall have the meanings set forth below. 
Capitalized terms used but not defined in this Order Form shall have the
meanings stated in the GSA.  


 


GENERAL


 


3.1.                “Above-the-fold”
means that portion of an Internet browser that is visible to any End User at a
minimum resolution of 800 by 600 pixels without scrolling within the applicable
Web page, as viewed through an Internet browser application considered among
the top two (2) most widely used from time to time. 


 


3.2.                “Ads”
or “Advertising Results” means
advertisements served by Google hereunder.


 


3.3.                “Client
Application” means any application, plug-in, helper, component or
other executable code that runs on user’s computer; examples of Client
Applications include those that provide instant messaging, chat, email, data,
file viewing, media playing, file sharing, games, internet navigation, search
and other services.  A “WebSearch Client Application” or “AFS Client Application” means those
Customer Client Applications that have been approved by Google to access the
WebSearch or AFS Services, respectively, either as reflected on the Cover
Page(s) of this Order Form or as otherwise approved by Google in writing from
time to time during the Services Term. 
***


 


3.4.                 “Client ID”
means a unique alphanumeric code provided to and used by Customer as specified
by Google for purposes of identifying each query or request.  Google may assign and modify the number of
Client IDs for each Service from time to time. 
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.


 


3.5.                “Customer’s
Technical Contact” means the technical employee of Customer
designated on the Cover Page of this Order Form. 


 


3.6.                “End Users”
of a particular Site or Client Application means individual, human end users
who visit or use the applicable Site or Client Application.


 


3.7.                “Order Form
Effective Date” means the date designated as such on the Cover Page of
this Order Form.


 


3.8.                “Results
Page” means a Web page on which Google search and/or advertising
results provided under this Agreement are displayed. 


 


3.9.                “Search
Results” means the search results provided by Google through any
search Service ordered by Customer, if any, under this Order Form.


 


3.10.         “Site(s)”
means the WebSearch Site(s) and AFS Site(s). 
The “WebSearch Site(s)” and
“AFS Site(s)” are those Web sites
located at the URLs identified as such on the Cover Page(s) of this Order 


 


[***] = Confidential
treatment requested and the redacted portion; redacted portion has been filed separately
with the Securities and Exchange Commission.


 


3

















 


Form,
as the same may be amended from time to time as permitted herein.  The list of WebSearch Site(s) and AFS Site(s)
may be updated from time to time subject to Google’s prior written consent.


 


3.11.         ***


 


3.12.         ***


 


3.13.         “Valid IP
Addresses” means those Internet protocol addresses provided by
Customer and approved by Google prior to implementation of the applicable
Services.  The list of Valid IP Addresses
may be modified by Customer upon forty-eight (48) hours notice to Google via
the online Google Administration Console located at http://www.google.com/adsense/premium-login,
or such other URL as may be updated by Google from time to time.


 


ADSENSE FOR SEARCH


 


3.14.         “AFS Ads”
means the advertisements provided by Google to Customer under this Agreement
through Google’s AFS Service.


 


3.15.         “AFS Deduction” ***


 


3.16.         “AFS
Percentage” means the percentage set forth under the title
“Customer’s AFS Revenue Share Percentage” in the AdSense for Search Table on
the Cover Page(s) of this Order Form.


 


3.17.          “AFS
Protocol” means the protocol provided by Google for accessing the
AFS Services, as such protocol may be updated by Google from time to time. 


 


3.18.         “AFS Query”
means a query sent to Google by Customer to be processed by Google’s AFS
Service. 


 


3.19.         “AFS
Results Set” means the set of AFS Ads transmitted by Google to
Customer in response to an AFS Query.


 


3.20.         “AFS
Revenues” for any period during the Services Term means ad revenues
that are recognized by Google in accordance with GAAP in such period and
attributed to AFS Ads displayed on
the AFS Site in such period in accordance with the requirements of this
Agreement.


 


3.21.          “AFS
Service” means Google’s AdSense for Search Service.   


 


3.22.         “Net AFS Revenues” for any period means AFS Revenues for such period MINUS
the AFS Deduction for such period.


 


WEBSEARCH


 


3.23.         “WebSearch
Box” ***


 


3.24.         “WebSearch
Query” means a query sent to Google by Customer to be processed by
Google’s WebSearch Service.  


 


3.25.         “WebSearch
Protocol” means the protocol provided by Google for accessing the
WebSearch Services, as such protocol may be updated by Google from time to
time. 


 


3.26.         “WebSearch
Results” means WebSearch search results provided by Google through
its WebSearch Service.


 


3.27.         “WebSearch
Results Set” means the set of WebSearch Results (not to exceed ten
(10) individual results) transmitted by Google to Customer in response to a
WebSearch Query.  


 


3.28.         “WebSearch
Service” means Google’s WebSearch Service.


 


4.              WebSearch Services.


 


4.1.                Scope of WebSearch Services.  If selected on the Cover Page(s) of this Order Form, during the
Services Term and subject to the terms and conditions of this Agreement, Google
will provide Customer with 


 


[***] = Confidential
treatment requested and the redacted portion; redacted portion has been filed separately
with the Securities and Exchange Commission.


 


4

















 


WebSearch
Results through its WebSearch Service for display on the WebSearch Sites as
permitted herein.  ***


 


4.2.                Implementation of WebSearch
Services.  Unless otherwise agreed to by Google in
writing, Customer shall implement the WebSearch Services in a manner that:  (a) conforms to the WebSearch Specifications
set forth in the Cover Page(s) of this Order Form, if any; (b) conforms to
Google’s brand treatment guidelines for WebSearch as updated by Google from
time to time, the current version of which is located at
http://www.google.com/wssynd/02brand.html; (c) conforms to the screenshots and
specifications set forth in Exhibit A
attached hereto; and (d) otherwise complies with the technical and
implementation requirements provided by Google from time to time, including
those instructions contained in the documentation setting forth the WebSearch
Protocol.  Without limiting the
foregoing, Customer acknowledges and agrees to the following:


 


(a)                      Search Boxes and Queries.  ***


 


(b)                     Operation of WebSearch Services.  Customer will ensure that each WebSearch
Query will (a) be from a list of Valid IP Addresses approved by
Google for the WebSearch Services; (b) contain a Client ID approved by Google
for the WebSearch Services; and (c) include End User IP address and user agent
information.  Upon Google’s receipt of a
WebSearch Query, Google will transmit a WebSearch Results Set, to the extent
available, via Google’s network interface in accordance with the WebSearch
Protocol.  Customer shall then display,
in each instance, the entire WebSearch Results Set that corresponds to such
WebSearch Query on the applicable WebSearch Site in the manner contemplated by
this Agreement, without editing, filtering, reordering, truncating, adding
content to or otherwise modifying such WebSearch Results Set.    


 


(c)                      Labeling, Branding and
Attribution.  ***


 


4.3.                License to WebSearch
Protocol.  Google grants to Customer a limited,
nonexclusive and non-sublicensable license during the Services Term to use the
WebSearch Protocol solely for the purpose of transmitting WebSearch Queries and
other required information and receiving WebSearch Results Sets solely to the
extent permitted hereunder.  Except to
the limited extent expressly provided in this Agreement, Google does not grant,
and Customer shall not acquire, any right, title or interest (including,
without limitation, any implied license) in or to any Google Intellectual
Property Rights; and all rights not expressly granted herein are reserved to
Google.


 


5.              AdSense for Search Services.


 


5.1.                Scope of AdSense for Search
Services.  If selected on the Cover Page(s) of this
Order Form, during the Services Term and subject to the terms and conditions of
this Agreement, Google will provide Customer with AFS Ads through its AFS
Service for display on the AFS Sites as permitted herein.  ***


 


5.2.                Implementation of AFS
Services.  Unless otherwise agreed to by Google in
writing, Customer shall implement the AFS Services in a manner that:  (a) conforms to the AFS Specifications set
forth in the Cover Page(s) of this Order Form, if any; (b) conforms to Google’s
brand treatment guidelines for AFS Services as updated by Google from time to
time, the current version of which is located at
http://www.google.com/wssynd/02brand.html; (c) conforms to the screenshots and
specifications set forth in Exhibit A
attached hereto; and (d) otherwise complies with the technical and
implementation requirements provided by Google from time to time, including
those instructions contained in the documentation setting forth the AFS
Protocol.  Without limiting the
foregoing, Customer acknowledges and agrees to the following:


 


(a)                      AFS Queries.  ***


 


(b)                     Operation of AFS Services.  Customer will ensure that each AFS Query will (a)
be from a list of Valid IP Addresses approved by Google for the AFS Services;
(b) contain a Client ID approved by Google for the AFS Services; (c) include
End User IP address and user agent information; and (d) request no fewer than
the minimum number of AFS Ads per AFS Results Page stated in the Cover Page(s)
of this Order Form.  Upon Google’s
receipt of an AFS Query, Google will transmit an AFS Results Set, to the extent
available, via Google’s network interface in accordance with the AFS
Protocol.  Customer shall then display,
in each instance, the entire AFS Results Set that corresponds to such AFS Query
on the applicable AFS Site in the manner contemplated by this Agreement,
without editing, filtering, reordering, truncating, adding content to or
otherwise modifying such AFS Results Set.


 


[***] = Confidential
treatment requested and the redacted portion; redacted portion has been filed separately
with the Securities and Exchange Commission.


 


5

















 


(c)                      Labeling, Branding and
Attribution.  Customer shall unambiguously mark each AFS
Ad, or each cluster or grouping of AFS Ads, as a “Sponsored Link” or “Sponsored
Links,” as the case may be, unless otherwise instructed or agreed by Google.  In any event, Google reserves approval
authority to ensure that AFS Ads are labeled in a manner so as to sufficiently
distinguish them from search results.


 


5.3.                License to AFS Protocol. 
Google grants to Customer a limited, nonexclusive and non-sublicensable
license during the Services Term to use the AFS Protocol solely for the purpose
of transmitting AFS Queries and other required information and receiving AFS
Result Sets, as applicable, solely to the extent permitted hereunder.  Except to the limited extent expressly
provided in this Agreement, Google does not grant, and Customer shall not
acquire, any right, title or interest (including, without limitation, any
implied license) in or to any Google Intellectual Property Rights; and all
rights not expressly granted herein are reserved to Google.


 


6.              Client Application.  Customer’s Client Applications set forth in the Cover Page(s) of this
Order Form are subject to approval by Google for purposes of sending WebSearch
/ AFS Queries to resolve to approved Results Pages on the WebSearch / AFS Sites
provided that, at all times during the Services Term, Customer, and Customer’s
Client Application(s), will comply with Google’s Client Application Guidelines,
the current form of which is attached hereto as Exhibit B, as such Guidelines may be updated by Google
from time to time and generally applied to Google customers generally.  ***


 


7.              Site and Customer Client Application Modifications.  ***


 


8.              Toolbars.


 


8.1.      ***


 


8.2.      ***


 


 


9.              Filters.  


 


9.1.                General.  Certain
Services may contain filtering capability, such as SafeSearch, Country
Restrict, Language Restrict, AdSafe and other filters.  Notwithstanding anything to the contrary, if
Customer elects to enable any such filters, Customer expressly acknowledges and
agrees (a) it is Customer’s responsibility to enable such features in
accordance with the instructions provided by Google in the applicable Service
protocol, and (b) that Google cannot and does not make any representation,
warranty or covenant that all results will be limited to results elected by
enabling such filter(s).  For example,
but without limiting the foregoing, if Customer elects SafeSearch, Country
Restrict, Language Restrict and/or AdSafe, Google cannot and does not make any
representation, warranty or covenant that all results will be limited to the
countries or languages selected or that all objectionable results will be
prevented.


 


9.2.                URL Blocking.  During the Services Term, Google will use commercially reasonable
efforts to exclude from Ads served under this Agreement Ads that contain the
URLs set forth in Exhibit C attached
hereto (which as of the Order Form Effective Date has no URLs listed).  ***


 


10.       Updates.  If Google updates its technical or
implementation specifications (including, without limitation, by way of
updating the applicable Service protocol or by way of requiring changes to the
look and feel, content and targeting methodology of Ads) from time to time as
contemplated herein, Customer shall implement such updates or modifications as
soon as reasonably practical, but in any event within fifteen (15) days of the
date it receives notice thereof.


 


11.       Notice of System Changes.  Customer will provide Google with fourteen (14) days’ advance notice of
any change in the code or serving technology used to display Google Advertising
Results and/or Search Results (e.g., a change in the advertising serving
technology used) that could reasonably be expected to have the potential to
adversely affect the delivery or display of Google search or advertising
results as required by this Agreement (it being understood that notice will in
no event relieve Customer of its obligations to display Search and Advertising
Results as required hereunder).


 


12.       Optimization.  The parties agree to consult in
good faith from time to time with the objective of optimizing the performance
of Ads served under this Agreement.


 


13.       Technical Support.   Subject
to the terms and conditions of this Agreement, during the Services Term Google
shall provide technical support services to Customer  in accordance with Google’s support
guidelines 


 


[***] = Confidential treatment requested and the redacted portion;
redacted portion has been filed separately with the Securities and Exchange Commission.


 


6

















 


then
in effect for the Services ordered herein. 
Prior to making any support request to Google, Customer shall first use
reasonable efforts to fix any error, bug, malfunction, or network connectivity
defect on its own without any escalation to Google.   Thereafter, Customer’s Technical Contact may
submit a written request for technical support via email to the applicable
Google alias set forth below, or such other email address that Google may
provide from time to time.  Customer shall
provide support services to End Users at its own expense.


 


·                  syndication-support@google.com


 


14.        ***


 


15.       Fees and Payment Terms. 


 


15.1.         WebSearch Services.   ***


 


15.2.         AdSense for Search.  ***


 


15.3.         Non-Qualifying Ads.  ***


 


15.4.         Methods of Payment.  


 


(a)                                  Payments to Google. 
All payments due to Google shall be in the currency specified in this
Order Form.  Any charges for converting
foreign currency shall be the responsibility of Customer and shall be invoiced
accordingly.   If paid in US dollars,
payments to Google shall be made preferably via wire transfer with the following
instructions: 


 


	
  ***

  	
   

  	
   

  



 


If
paid in US dollars and not wired to Google, payment shall be made by check for
receipt by Google at the address specified on the Cover Page of this Order Form
(or such other address as Google may provide Customer in writing from time to
time for such purpose) on or before the payment due date.   If payment is made in any other currency,
payment shall be made by wire pursuant to the wire instructions specified below
on this Order Form (or if no applicable wire instructions are specified,
payment shall be made using the US wire transfer instructions above).  ***


 


(b)                                 Payments to Customer. 
Payments to Customer (if by wire transfer) shall be made pursuant to the
wire transfer instructions specified on this Order Form.   ***


 


16.                   ***


 


17.                   Authority to Bind.  Each of Customer’s and Google’s signatory to
this Order Form represents and warrants that he or she has the power and
authority to accept and bind Customer and Google, as the case may be, to the
terms of this Order Form.


 


[SIGNATURES ON NEXT PAGE]


 


[***] = Confidential treatment requested and the redacted portion;
redacted portion has been filed separately with the Securities and Exchange Commission.


 


7

















 


This
Order Form may be executed in counterparts, including facsimile counterparts,
each of which shall be deemed an original, and all of which, when taken
together, shall constitute one and the same instrument.


 


 


	
   

  	
  Google:
  GOOGLE INC.

  	
   

  	
  Customer:
  MIVA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sanjay Kapoor

  	
   

  	
  By:

  	
  /s/
  Peter Corrao

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Print
  Name: Sanjay Kapoor

  	
   

  	
  Print
  Name: Peter Corrao

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:
  Sr. Director, Strategic Partnerships

  	
   

  	
  Title:
  President & CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:
  11/10/2008

  	
   

  	
  Date:
  11/10/08

  
						



 


[***] = Confidential treatment requested and the redacted portion;
redacted portion has been filed separately with the Securities and Exchange Commission.


 


8