**EXHIBIT 10.4****CONFIDENTIAL TREATMENT**- Portions of this exhibit have been omitted pursuant to a request for confidentialtreatment filed with the Commission under Rule 24b-2. The omitted confidential material has been filed separatelywith the Commission. The location of the omitted confidential information is indicated herein with asterisks (***).**Google Services Agreement**This Google Services Agreement (“**GSA**”) is entered into by and between Google Inc.(“**Google**”) and Miva, Inc., a corporation formed under the laws of **Delaware**(“**Customer**”). This GSAshall be effective as of the GSA Effective Date set forth in the signature block below. Each OrderForm (as defined below) shall be governed by this GSA and shall become effective on December ___,2006 (“**Order Form Effective Date**”). This GSA and the corresponding individual Order Form into whichthis GSA is incorporated together constitute the “**Agreement**”.**1****DEFINED TERMS****.**The following capitalized terms shall have the meanings set forth below.Capitalized terms used but not defined in this GSA shall have the meanings stated in the OrderForm.1.1 “**Beta Features**” are those features of the Services which are identified by Google as beta orunsupported in Google’s then current technical documentation.1.2 “**Brand Features**” means the trade names, trademarks, service marks, logos, domain names, andother distinctive brand features of each party, respectively, as secured by such party from time totime.1.3 “**Customer Content**” means any editorial, text, graphic, audiovisual, and other content that isserved to End Users of the Site(s) or Customer Client Application(s) and that is not provided byGoogle.1.4 “**Destination Page**” means any Web page which may be accessed by clicking on any portion of anAdvertising Result and/or Search Result.1.5 “**Google Protocol**” means Google’s then current protocol for accessing and implementing theServices.1.6 “**Intellectual Property Rights**” means any and all rights existing from time to time under patentlaw, copyright law, semiconductor chip protection law, moral rights law, trade secret law,trademark law, unfair competition law, publicity rights law, privacy rights law, and any and allother proprietary rights, as well as, any and all applications, renewals, extensions, restorationsand re-instatements thereof, now or hereafter in force and effect worldwide.1.7 “**Order Form**” means the individual Google Services Agreement Order Form executed by bothCustomer and Google and into which this GSA has been incorporated by reference as provided therein.Each Order Form (as it may be amended from time to time) into which this GSA may be incorporatedwill be considered a separate agreement from any other Order Form. Accordingly, for purposes ofinterpretation of any specific order form, “Order Form” shall refer only to that Order Form intowhich this GSA has been incorporated and which is the subject of interpretation, and not to anyother order form into which this GSA may otherwise be incorporated (unless and then only to theextent the parties have expressly provided otherwise).1.8 “**Services**” means the services ordered by Customer and to be provided by Google pursuant to theOrder Form.**2****SERVICES****.**2.1 **Services****.**Subject to the terms and conditions of this Agreement, Google will provideCustomer, and Customer will procure from Google, the Services for the fees set forth in the OrderForm executed by Customer and Google. This GSA may be incorporated into more than one Order Form,provided that each such Order Form (together with all documents incorporated therein) shall beconsidered a separate agreement from any other Order Form.2.2 **Beta or Unsupported Features****.**Certain Services may include Beta Features whichCustomer may elect to enable. Customer understands and agrees that Beta Features are provided “asis” and any use thereof shall be undertaken solely at Customer’s own risk. Google reserves theright, in its sole discretion, to include or cease providing Beta Features as part of any Servicesat any time.**3****CUSTOMER OBLIGATIONS****.**3.1 **Prohibited Actions****.**Customer shall not, and shall not allow any third party to:     (a) edit, modify, truncate, filter or change the order of the information contained in anySearch Results and/or Advertising Results (either individually or collectively), including, withoutlimitation, by way of commingling Search Results and/or Advertising Results with non-Googleprovided search results or advertising;     (b) frame any Results Page or Destination Page;     (c) redirect an End User away from the Destination Page, provide a version of the DestinationPage different from the page an End User would access by going directly to the Destination Page,intersperse any content between an Advertising Result or Search Result and the correspondingDestination Page or implement any click tracking or other monitoring of Advertising Results orSearch Results;     (d) display any Search Results and/or Advertising Results in pop-up, pop-under, exit windows,expanding buttons, or animation;     (e) display any Search Results and/or Advertising Results to any third parties other than EndUsers;     (f) minimize, remove or otherwise inhibit the full and complete display of any Results Page(including any Search Results and/or Advertising Results), and the corresponding Destination Pages;     (g) produce or distribute any software, or permit any of its software to be distributed withsoftware, that prevents the display of ads provided by Google (such as by way of blocking orreplacing ads);**Google Confidential**
 

 
     (h) directly or indirectly access, launch and/or activate the Services through or from, orotherwise incorporate the Services in, any software application, Web site or other means other thanthe Site(s) or Customer Client Application(s), and then only to the extent expressly permittedherein;     (i) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding,timesharing, service bureau or other unauthorized purposes any Services or access thereto(including, but not limited to Search Results and/or Advertising Results, or any part, copy orderivative thereof);     (j) enter into any arrangement or agreement under which any third party pays Customer fees,Customer pays any third party fees, or either shares in any revenue payments and/or royalties forany Search Results and/or Advertising Results;     (k) directly or indirectly generate queries, or impressions of or clicks on Search orAdvertising Results, through any automated, deceptive, fraudulent or other invalid means(including, but not limited to, click spam, robots, macro programs, and Internet agents);     (l) encourage or require End Users or any other persons, either with or without theirknowledge, to click on Advertising Results through offering incentives or any other methods thatare manipulative, deceptive, malicious or fraudulent (each of the foregoing in subsections (k) and(l) a “**Fraudulent Act**”);     (m) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer,disassemble or otherwise attempt to derive source code from any Services, the Google Protocol, orany other Google technology, content, data, routines, algorithms, methods, ideas design, userinterface techniques, software, materials, and documentation;     (n) remove, deface, obscure, or alter Google’s copyright notice, trademarks or otherproprietary rights notices affixed to or provided as a part of any Services, the Google Protocol,or any other Google technology, software, materials and documentation;     (o) “crawl”, “spider”, index or in any non-transitory manner store or cache informationobtained from the Services (including, but not limited to, Search Results and/or AdvertisingResults, or any part, copy or derivative thereof); or     (p) create or attempt to create a substitute or similar service or product through use of oraccess to any of the Services or proprietary information related thereto.Further, no Site or Customer Client Application shall contain any pornographic, hate-related orviolent content or contain any other material, products or services that violate or encourageconduct that would violate any criminal laws, any other applicable laws, or any third party rights.3.2 Implementation. Customer shall ensure that there is no use of or access to anyServices through Customer’s properties which are not in compliance with the terms of the Agreementor not otherwise approved by Google, and Customer shall monitor and disable any such access or useby unauthorized parties (including, but not limited to, spammers or any third party sites). Googlemay send uncompensated test queries to the Site(s) or Customer Client Application(s) at any time toverify Customer’s compliance with the requirements of this Agreement. At any time during theServices Term, in the event that Customer’s implementation or use of the Services are not incompliance with this Agreement, Google shall have the right, upon written notice to Customer, tosuspend any continued use of the applicable Services until such time Customer implements adequatecorrective modifications as reasonably required and determined by Google.3.3 Customer’s Subsidiaries. To the extent a Site or Client Application which is owned oroperated by a wholly owned direct or indirect subsidiary of Customer is approved for use of theServices, Customer shall ensure and be responsible for compliance by such wholly owned direct orindirect subsidiary with the terms of this Agreement.4 Ownership; License Grants.4.1 Google Rights. Google shall own all right, title and interest, including withoutlimitation all Intellectual Property Rights (as defined below), relating to the Services (and anyderivative works or enhancements thereof), including but not limited to, all software, technology,information, content, materials, guidelines, documentation, and the Google Protocol. Customershall not acquire any right, title, or interest therein, except for the limited use rightsexpressly set forth in the Agreement. Any rights not expressly granted herein are deemed withheld.4.2 Customer Rights. Customer, its licensors, or other applicable third party providersown all Intellectual Property Rights in and to the Customer Content. Google shall not acquire anyright, title or interest in or to such Customer Content, except as expressly provided herein. Anyrights not expressly granted herein are deemed withheld.4.3 Brand Features; License Grant.4.3.1 Brand Features. Each party shall own all right, title and interest, includingwithout limitation all Intellectual Property Rights, relating to its Brand Features. Some,but not all examples of Google Brand Features are located at:http://www.google.com/permissions/trademarks.html (or such other URLs Google may provide fromtime to time). Except to the limited extent expressly provided in this Agreement, neitherparty grants, and the other party shall not acquire, any right, title or interest (including,without limitation, any implied license) in or to any Brand Features of the first party; andall rights not expressly granted herein are deemed withheld. All use by Google of CustomerBrand Features (including any goodwill associated therewith) shall inure to the benefit ofCustomer and all use by Customer of Google Brand Features (including any goodwill associatedtherewith) shall inure to the benefit of Google. No party shall challenge or assist others tochallenge the Brand Features of the other party (except to protect such party’s rights withrespect to its own Brand Features) or the registration thereof by the other party, nor shalleither party attempt to register any Brand Features or domain names that are confusinglysimilar to those of the other party.4.3.2 License to Google Brand Features. Subject to the terms and conditions of thisAgreement, Google grants to Customer a limited, nonexclusive and nonsublicensable licenseduring the Services Term to display those Google Brand Features expressly authorized for usein this Agreement, solely for the purposes expressly set forth herein. Notwithstandinganything to the contrary, in the event Google modifies a Brand Feature or modifies use of aGoogle Brand Feature, Google may revoke the license granted herein to use such Google BrandFeature upon providing Customer with written notice thereof and a reasonable period of time tocease such usage, provided in each such instance the change to the modified Brand Feature oruse thereof is generally applied to Google customers generally. Furthermore, in its use ofany Google Brand Feature, Customer agrees to adhere to Google’s then current Brand Feature useguidelines, and any content contained or referenced therein, which may be found at thefollowing**Google Confidential**
 

 
URL:http://www.google.com/permissions/guidelines.html (or such other URL Google may provide fromtime to time).4.3.3 License to Customer Brand Features. Subject to the terms and conditions of thisAgreement, Customer grants to Google a limited, nonexclusive and nonsublicensable licenseduring the Services Term to display those Customer Brand Features expressly authorized for usein this Agreement, solely for the purposes expressly set forth herein. Notwithstandinganything to the contrary, in the event Customer modifies a Customer Brand Feature or modifiesuse of a Customer Brand Feature, Customer may revoke the license granted herein to use suchBrand Feature upon providing Google with written notice thereof and a reasonable period oftime to cease such usage.4.4 Independent Development. Neither party shall be prohibited from independentlydeveloping businesses related to the other party’s businesses, provided that such development isnot in violation of this Agreement.5 Payment.5.1 Fees. The fees and payment terms for the Services shall be set forth in the applicableOrder Form.5.2 Taxes and Other Charges. All payments under the Agreement are exclusive of taxesimposed by any governmental entity. Customer shall pay any applicable taxes, including sales,use, personal property, value-added, excise, customs fees, import duties or stamp duties or othertaxes and duties imposed by governmental entities of whatever kind and imposed with respect to thetransactions for services provided under the Agreement, including penalties and interest, butspecifically excluding taxes based upon Google’s net income. When Google has the legal obligationto collect any applicable taxes, the appropriate amount shall be invoiced to and paid by Customer“net thirty (30) days” from the date of invoice or other notification. Customer shall promptlyprovide Google with such documentation as may be required by the applicable governmental entity inorder for Google to process payments hereunder (including, without limitation, a valid certificateof Customer’s exemption from obligation to pay taxes as authorized by the appropriate governmentalentity), and Google may withhold any payments required to be made hereunder until Customer hasprovided such documentation. Customer shall promptly provide Google with original or certifiedcopies of all tax payments or other sufficient evidence of tax payments at the time such paymentsare made by Customer pursuant to the Agreement.6 Representations, Warranties and Disclaimer. Each party represents and warrants that ithas full power and authority to enter into the Agreement. Customer represents and warrants that:***. Google does not warrant that the Services will meet all of Customer’s requirements or thatperformance of the Services will be uninterrupted, virus-free, secure or error-free. Except asexpressly provided for herein, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS,IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.7 Indemnification.7.1 Google Indemnity. Google will defend, or at its option settle, any third party lawsuitor proceeding brought against Customer based upon or otherwise arising out of a claim that ***.Notwithstanding the foregoing, in no event shall Google have any obligations or liability underthis Section arising from: ***.7.2 Customer Indemnity. Customer will defend, or at its option settle, any third partylawsuit or proceeding brought against Google based upon or otherwise arising out of: ***.7.3 General. Indemnification provided under Sections 7.1 and 7.2 shall be limited to (a)payment by the indemnifying party (“**Indemnitor**”) of all damages and costs finally awarded for suchclaim, or (b) settlement costs approved in writing by the Indemnitor. The foregoing obligationsshall exist only if the party seeking indemnification (“**Indemnitee**”): (i) promptly notifies theIndemnitor of such claim, (ii) provides the Indemnitor with reasonable information, assistance andcooperation in defending the lawsuit or proceeding, and (iii) gives the Indemnitor full control andsole authority over the defense and settlement of such claim. The Indemnitee may join in defensewith counsel of its choice at its own expense. The Indemnitor shall only reimburse the Indemniteefor expenses incurred by the Indemnitee with the Indemnitor’s prior written approval. ***8 Limitation of Liability.8.1 Limitation. SUBJECT TO SECTION 8.2, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT,SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TODAMAGES FOR LOST DATA, LOST PROFITS, LOST REVENUE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS ORSERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACTOR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCHPARTY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE ANDNOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. SUBJECT TOSECTION 8.2, IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT(WHEN AGGREGATED WITH SUCH PARTY’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF THIS AGREEMENT)EXCEED ***.8.2 Exclusions from Limitations. Unless and then only to the extent this Agreementexpressly states otherwise, nothing in this Agreement shall exclude or limit either party’sliability for: (a) breaches of the exclusivity obligations contained in this Agreement; (b)breaches of any confidentiality obligations contained in this Agreement; (c) infringement ormisappropriation of the other party’s Intellectual Property Rights or Customer’s breach of anylicense granted in this Agreement to use the applicable Google Protocol(s); or (d) ***8.3 Allocation of Risk. The parties agree that (i) the mutual agreements made in thisSection 8 reflect a reasonable allocation of risk, and (ii) that each party would not enter intothe Agreement without these limitations on liability. ******* **Confidential treatment requested and the redacted material has been separately filed with theCommission.****Google Confidential**
 

 
9 Confidentiality; PR.9.1 Confidentiality. Disclosure of confidential and/or proprietary information disclosedhereunder, including the existence and content of the Agreement and any information providedpursuant to the Agreement, shall be governed by the confidentiality provisions of the GoogleStandard Mutual Non-Disclosure Agreement, which has been executed by the parties prior to orconcurrently with this GSA, as of the date provided in the Order Form (the “**NDA**”). Theconfidentiality provisions of the NDA are hereby incorporated by reference into this GSA. Theparties acknowledge and agree that Customer will be required to file a redacted copy of thisAgreement with the Securities and Exchange Commission and all exhibits and appendices hereto as anexhibit to its next periodic filing and will also be required to file a summary of the materialterms of this Agreement in a Form 8-K to be filed with the Securities and Exchange Commissionwithin four business days of execution of this Agreement. The parties shall work together tocreate a mutually agreeable redacted Agreement for such periodic filing and a mutually agreeablesummary for the Form 8-K.9.2 PR. Neither party will issue any public announcement regarding the existence orcontent of this Agreement without the other party’s prior written approval. Notwithstanding theforegoing, Google may include Customer’s Brand Features in presentations, marketing materials, andcustomer lists (which includes, without limitation, customer lists posted on Google’s web sites andscreen shots of Customer’s implementation of the Services). Upon Customer’s request, Google willfurnish Customer with a sample of such usage.10 Term and Termination.10.1 Term. The term of an Order Form under which Services may be used by Customer shallcommence on the applicable Order Form Effective Date (except as otherwise specified in such OrderForm) and shall continue for the period of time set forth on such Order Form for the applicableServices (“**Services Term**”), unless earlier terminated as provided herein or therein.10.2 Termination.10.2.1 General. Either party may suspend performance and/or terminate this Agreement, inwhole or in part: (i) if the other party materially breaches any material term or condition ofthis Agreement and fails to cure such breach within *** days after receiving written noticethereof; or (ii) if the other party becomes insolvent or makes any assignment for the benefitof creditors or similar transfer evidencing insolvency, or suffers or permits the commencementof any form of insolvency or receivership proceeding, or has any petition under bankruptcy lawfiled against it, which petition is not dismissed within sixty (60) days of such filing, orhas a trustee, administrator or receiver appointed for its business or assets or any partthereof.10.2.2 Google Termination Rights. Google may terminate this Agreement, or the provision ofany Service hereunder, immediately upon written notice: (i) if Customer breaches Section 3.1(Prohibited Actions) of this GSA, Section 4.3 (License Grants; Brand Features) of this GSA, orSection 9.1 (Confidentiality) of this GSA or the exclusivity provisions contained in the OrderForm; (ii) if Customer is in material breach of this Agreement more than *** timesnotwithstanding any cure of such breaches; (iii) if Google reasonably determines that it iscommercially impractical to continue providing the Services to its customers generally inlight of applicable laws; or (iv) as otherwise provided in the Order Form. In addition, atany time during the Services Term, Google may terminate this Agreement with *** days priorwritten notice if ***.10.2.3 Customer Termination Rights. At any time during ***, Customer may terminate thisAgreement with ***prior written notice.10.2.4 Suspension and Termination in the Event of an Injunction. Google may suspendperformance under this Agreement in whole or in part with immediate effect if, as a result ofa claim alleging facts that would constitute a breach of Customer’s representations andwarranties made in subsections (b) and (c) of the second sentence of Section 6, Google isobliged by final or temporary court order or magisterial decision to temporarily orpermanently refrain from continuing to perform its obligations under this Agreement. Google’srights under this provision shall become effective on the date of the court order ormagisterial decision or on the date of the service of the order irrespective of thepossibility of appeal. If any suspension under this paragraph continues for more than six (6)months, Google may terminate this Agreement in whole or in part with immediate effect.10.3 Rights upon Termination. Upon the expiration or termination of the Agreement for anyreason: (i) all rights and licenses granted by Google shall cease immediately; (ii) each partyshall promptly return to the other party, or destroy and certify the destruction of, allConfidential Information of the other party; and (iii) Customer’s rights to use any Google BrandFeatures, as permitted under the Agreement, shall cease immediately.10.4 Effect of Termination of an Order Form. The termination or expiration of anindividual Order Form or this Agreement shall not have the effect of terminating any otherindividual Order Form or this GSA with respect to such other individual Order Form, unlessexpressly agreed to by the parties in writing. ***10.5 Non-exclusive Remedy. Termination or expiration of this Agreement, in part or inwhole, shall not limit either party from pursuing other remedies available to it, nor shall eitherparty be relieved of its obligation to pay all fees that are due and owing under this Agreementthrough the effective date of termination. Neither party shall be liable to the other for anydamages resulting solely from termination as permitted herein.11 Miscellaneous.11.1 Compliance with Laws. Each party shall comply with all laws, rules and regulations,if any, applicable to it in connection with the performance of its obligations under the Agreement.11.2 Notices. All notices shall be in English and in writing and (a) if sent to Customerto the address identified on the Order Form and (b) if sent to Google to such address as providedat: www.google.com/corporate/address.html or as otherwise providedin writing for such notice purposes; provided, however, that all invoices and payments shall besent to the attention of Google Finance, all legal notices shall besent to the attention of the*** ******* **Confidential treatment requested and the redacted material has been separately filed with theCommission.****Google Confidential**
 

 
Google Legal Department, and all other correspondence shall be sent to the attention of the accountmanager specified by Google. Notice shall be deemed given (i) upon receipt when deliveredpersonally, (ii) upon written verification of receipt from overnight courier, (iii) uponverification of receipt of registered or certified mail or (iv) upon verification of receipt viafacsimile, provided that such notice is also sent simultaneously via first class mail.11.3 Assignment. Customer shall not assign or otherwise transfer its rights or delegateits obligations under the Agreement, in whole or in part, without the prior written consent ofGoogle, which shall not be unreasonably withheld, and any attempt to do so will be null and void.For purposes of this sentence, an assignment will be deemed to include any transaction in whichanother party or parties acquire the direct or indirect power to direct the management and policiesof a party or its assets, whether by way of merger, consolidation, change of control, sale of allor substantially all of a party’s securities or assets, contract, management agreement orotherwise.11.4 Consultations. Before a party initiates legal action against the other arising fromthe Agreement (except to seek injunctive or equitable relief or to otherwise protect itsIntellectual Property Rights), the matter in controversy will first be referred to an officer ofeach party, who shall make good faith and reasonable efforts to resolve the matter within four (4)weeks of the date of referral.11.5 Governing Law. 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 thepersonal and exclusive jurisdiction of the courts located in Santa Clara County, California. Theparties specifically exclude from application to the Agreement the United Nations Convention onContracts for the International Sale of Goods and the Uniform Computer Information TransactionsAct.11.6 Equitable Relief. Either party may seek equitable relief, including temporaryrestraining orders or injunctions, in addition to all other remedies, for breach or threatenedbreach of Customer’s exclusivity obligations contained in this Agreement, either party’s licensegrant set forth in this Agreement, or either party’s obligations contained in Sections 4(Ownership; License Grant) or Section 9.1 (Confidentiality) of this GSA.11.7 Entire Agreement. The Agreement supersedes any other prior or collateral agreements,whether oral or written, with respect to the subject matter hereof. This GSA and related OrderForm(s) (including any exhibits thereto), and any terms located at Google URLs referenced pursuantto the Agreement (which are all incorporated herein by reference), constitute the entire agreementwith 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.11.8 Amendments. Any amendments or modifications to the Agreement must (i) be in writing;(ii) refer to the Agreement; and (iii) be executed by an authorized representative of each party.11.9 No Waiver. The failure to require performance of any provision shall not affect aparty’s right to require performance at any time thereafter; nor shall waiver of a breach of anyprovision constitute a waiver of the provision itself.11.10 Severability. If any provision is adjudged by a court of competent jurisdiction tobe unenforceable, invalid or otherwise contrary to law, such provision shall be interpreted so asto best accomplish its intended objectives and the remaining provisions shall remain in full forceand effect.11.11 Survival. The following sections of this GSA will survive any expiration ortermination of this Agreement: 4.1, 4.2, 4.3.1 (except for the last sentence thereof), 5.2, 6, 7,8, 9 (including the NDA), 10.3, 10.4, 10.5 and 11.11.12 Independent Contractors. The parties hereto are and shall remain independentcontractors and nothing herein shall be deemed to create any agency, partnership, or joint venturerelationship between the parties. Neither party shall be deemed to be an employee or legalrepresentative of the other nor shall either party have any right or authority to create anyobligation on behalf of the other party.11.13 No Third Party Beneficiaries. The Agreement is not intended to benefit, nor shall itbe deemed to give rise to, any rights in any third party.11.14 Force Majeure; Transmissions. Neither party shall be liable for failing or delayingperformance of its obligations (except for the payment of money) resulting from any conditionbeyond its reasonable control, including but not limited to, governmental action, acts ofterrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, andInternet disturbances. Google will not be responsible for receiving data, queries or requestsdirectly from End Users or any other third party, for transmission of data between Customer’s (orany End User’s) and Google’s network interface, or for displaying any applicable Results Set(s) toEnd Users.11.15 Successors; Counterparts; Drafting; General. The Agreement (a) shall be bindingon and inure to the benefit of each of the parties and their respective successors and assigns;(b) may be executed in counterparts, including facsimile counterparts, each of which will bedeemed an original and all of which when taken together will constitute one and the sameinstrument; and (c) shall be construed as if both parties jointly wrote it. In the event ofconflict between the terms of this GSA and the terms of the Order Form, the Order Form shallgovern with respect to such conflict.IN WITNESS WHEREOF, the parties have executed thisGSA by persons duly authorized as of the “**GSA Effective Date**”, which shall be the date writtenby Google below.         **Google: GOOGLE INC.**   **Customer: MIVA, INC.**** **        By: /s/  Omid Kordestani   By: /s/  Peter A. Corrao         Print Name: Omid Kordestani   Print Name: Peter A. CorraoTitle: SVP Global Sales & Business Development   Title: Chief Executive OfficerDate: 12/28/06   Date: 12/27/06**Google Confidential**