Preview | OEM Agreement |

OEM AGREEMENT

THIS OEM AGREEMENT (this Agreement) is effective as of the 7^th day of December 2004 (Effective Date), by and between Commtouch Ltd. (hereinafter Commtouch), an Israeli corporation, having principal offices at 1A Htazoran, Netania, Israel, and IncrediMail, Inc. (hereinafter OEM), and Israeli corporation, having principal offices at Kaufman 2 Tel-Aviv, Israel.

WITNESSETH:

WHEREAS, Commtouch has developed a software development kit (the Commtouch Anti-Spam Protection SDK or SDK) in connection with its proprietary Commtouch Anti-Spam Protection solution, which enables third-party vendors to integrate the spam identification and classification services of Commtouchs Commtouch Detection Center into their existing offerings; and

WHEREAS, Commtouch is willing to license the Commtouch Anti-Spam Protection SDK to OEM on the terms and conditions set forth herein for integration into original products built by OEM (the Integrated Products) and to market such Integrated Products to customers;

NOW, THEREFORE, in consideration of the premises hereof, and the mutual obligations herein made and undertaken, the parties hereto agree as follows:

1. Definitions. For the purposes of this Agreement, the definitions set forth in this Section shall apply to the respective capitalized terms:

1.1 Customer. A customer of OEM to whom OEM sells or licenses an Integrated Product for use in the regular course of such customers affairs and not for resale.

1.2 Documentation. Those printed instructions, manuals, and diagrams pertaining to the Programs to be furnished therewith.

1.3 Enhancement(s). Computer program modifications or additions, other than Maintenance Modifications, that may be integrated with the Program or offered separately by Commtouch and that alter the functionality of the Program or add new functions thereto.

1.4 Error. A defect in a Program that prevents it from functioning in substantial conformity with the published Specifications pertaining thereto.

1.5 Maintenance Modification(s). Computer software changes to be integrated with the Program to correct any Errors therein, but that do not alter the functionality of the Program or add new functions thereto.

1.6 Marketing Territory. Worldwide.

1.7 Object Code. Computer programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse-assembly, reverse-compiling, or reverse-engineering.

1.8Program(s). The Commtouch proprietary computer software, which consists of the SDK, including Maintenance Modifications, Enhancements and Documentation delivered by Commtouch to OEM hereunder.

1.9 OEM Product(s). The OEM produced or procured product(s).

1.10 Integrated Products. One or more combinations of Programs integrated by OEM into an OEM Product or several OEM Products, to be offered to customers, as more specifically detailed in the preamble above.

2. OEM Certification. OEM hereby certifies and agrees that, in consideration of the benefits of this Agreement, OEM may enhance the functionality and/or capability of, the Programs by combining the Programs with other computer equipment and/or computer software programs to produce Integrated Products. OEM further certifies and agrees that it will market the Program solely as part of OEM Products as specified in Exhibit B hereunder or Integrated Products and that Integrated Products will be marketed by OEM in a manner to be determined at OEMs own discretion in the normal course of its business. In the event that any of the foregoing representations and undertakings prove untrue at any time during the term of this Agreement, Commtouch shall have the right to terminate this Agreement as to any or all further copying and distribution of Programs (including any derivative works thereof) by OEM in the manner prescribed in Section 17 hereof. Notwithstanding the aforementioned, OEM will be given a 14 day grace period to cure any inaccuracy in the said representations, commencing on the receipt date of Commtouchs first written complaint. Curing such inaccuracy by OEM within the 14 day grace period will cancel Commtouchs relevant right of termination.

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