Payments Clause Example with 10 Variations from Business Contracts
This page contains Payments clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Payments. 10.1. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. This payment will be made in the month following the calendar month in which the applicable Ads were displayed. (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. All Payments. (a) As between Google and Company, Google is responsible... for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted and filed separately with the Securities and Exchange Commission. 7 10.3 Accounting Upon written request during the Term and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and payment obligations under this Agreement.View More
Variations of a "Payments" Clause from Business Contracts
Payments. 10.1. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed Payment for the previous Calendar Quarter or Contract Year (as applicable) within 30 days from the date on which (as applicable): 4.1.1. Company provides Google with an invoice for the front pages applicable Revenue Share Payment following Google's notification to Company of this Agreement) its Eligible Google Search Revenue for the relevant Calendar... Quarter or Contract Year pursuant to section 2.2; or 4.1.2. Google's Program Manager notifies Company pursuant to section 3.4 that Auditor (or Google, as applicable) has completed its assessment of [*****]. This payment Company's financial reports pursuant to section 3, and that Company has accurately reported its Eligible Non-Google Search Revenue for the relevant Contract Year. 2 Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, certain portions denoted with an asterisk [*****] have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 4.2. Revenue Share Payments will be made in the month following Currency. 4.3. Google will not be obliged to make Revenue Share Payments for Eligible Google Search Revenue and Eligible Non-Google Search in excess of the calendar month Eligible Search Revenue Cap for the relevant Contract Year. 4.4. Google will apply an exchange rate to all Eligible Google Search Revenue or Eligible Non-Google Search Revenue (as applicable) reported in which a currency other than the applicable Ads were displayed. (b) Google's Currency in order to verify Eligible Google Search Revenue or Eligible Non-Google Search Revenue (as applicable) and assess any Revenue Share Payment due to Company. Such exchange rate will be the average daily rate of exchange quoted by a reputable third party selected by Google. 4.5. Any payments for Advertising Services under by Google pursuant to this Agreement are exclusive of taxes imposed by any governmental entity. Company will be based on Google's accounting [*****]. 10.2. All Payments. (a) As between Google pay any applicable taxes including sales, use, personal property, VAT, excise, customs fees, import duties or other similar taxes and Company, Google is responsible for all taxes (if any) associated duties imposed by governmental entities of whatever kind and imposed with respect to the transactions between Google for services provided under the Agreement, including penalties and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than interest, but specifically excluding taxes based on upon Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated has a legal obligation to withhold any taxes from its payments to Company, Google will notify remit such taxes to the appropriate government authority, and reduce its payment to Company by the amount of this and the taxes withheld. 4.6. Google will make the payments net of the withheld amounts. any payment due under this Agreement by wire transfer. Google will provide use the wire transfer information provided by Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to in writing (which may include e-mail), and Company will be in provide on request such instructions, information and documentation required by Google to enable Google to complete the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted and filed separately with the Securities and Exchange Commission. 7 10.3 Accounting Upon written request during the Term and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and payment obligations under this Agreement. appropriate account. View More
Payments. 10.1. 9.1. Company Payments. (a) Search Services. The Search Fees owed to Google under this Agreement will be calculated [*****]. (b) [*****]. Google may [*****] payable by Company under this Agreement [*****]. (c) Invoices. Even if the [*****], Google will invoice (or send a statement of financial activity to) Company for [*****] after the [*****] are incurred. Company will pay the invoice amount, if any, to Google within [*****] of the date of invoice. (d) Accounting. [*****] during the Term, ...Google will make available to Company [*****] from a [*****] covering the [*****] mechanisms [*****] under this Agreement. Company may request [*****] no more than [*****]. 9.2. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. This payment will be made in the month following the [*****] attributable to a calendar month in which the applicable Ads were displayed. month. (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. Google will [*****] issue payment in the month following the calendar month in which applicable Ads were displayed. 9.3. All Payments. (a) As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or Confidential material redacted and filed separately with the Securities and Exchange Commission. certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted and filed separately with the Securities and Exchange Commission. 7 10.3 Accounting Upon written request during the Term and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and payment obligations under this Agreement. may also [*****]. View More
Payments. 10.1. 12.1. Company Payments. (a) Search Services. The Search Fees owed to Google under this Agreement will be calculated [*****]. (b) AdX Service. Company will pay Google (i) the Transaction Fee for Client-Managed Buyers (listed on the front pages of this Agreement) and (ii) any fees for additional services agreed to by Company through the AdX user interface (together, "AdX Service Fees"). (c) [*****]. Google may [*****] payable by Company under this Agreement [*****]. 11 Confidential material ...redacted and filed separately with the Securities and Exchange Commission. (d) Invoices. Even if the [*****], Google will invoice (or send a statement of financial activity to) Company for [*****] after the [*****] are incurred. Company will pay the invoice amount, if any, to Google within [*****] of the date of invoice. (e) Accounting. [*****] during the Term, Google will make available to Company a [*****] from a [*****] covering the [*****] mechanisms [*****] under this Agreement. Company may request a [*****] no more than [*****]. 12.2. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. [*****] attributable to a calendar month. This payment will be made in the month following the calendar month in which the applicable Ads were displayed. displayed, provided that with respect to AdX, the amount owed to Company in a given month is above the minimum set forth in the AdX Guidelines. (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. 12.3. All Payments. (a) As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Sites or Approved Client Applications. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All Except with respect to AdX, all payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. With respect to AdX, all payments due to Company will be in the currency and form of payment selected by Company from the options provided by Google, and Company will be responsible for any bank charges assessed by Company's bank. (c) In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted and filed separately with the Securities and Exchange Commission. 7 10.3 Accounting Upon written request during the Term and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and payment obligations under this Agreement. may also [*****]. View More
Payments. 10.1. 17.1. [***]. (a) [***]. (b) [***]. (c) [***]. 17.2. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. This payment will be made in the month following the Net Ad Revenues attributable to a calendar month in which the applicable Ads were displayed. month. [***]. (b) Google's payments for Advertising Services under this Agreement will [***] may be base...d on Google's accounting [*****]. 10.2. filtered to exclude (i) invalid queries, impressions, conversions or clicks [***]. 17.3. All Payments. (a) As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Sites [***]. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company [***] will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. Any charges for converting foreign currency shall be the responsibility of Company and will be invoiced accordingly. (c) In addition to other rights and remedies [***]. 17.4. SOC 1 Report; Officer's Certificate. (a) [***]. 13 Google may have, Google may [*****]. ***** Confidential material redacted and filed separately with the Securities and Exchange Commission. 7 10.3 Accounting Upon CONFIDENTIAL TREATMENT REQUESTED BY IAC/INTERACTIVECORP (b) Officer's Certificate. At Google's written request request, but no more often than once every calendar quarter during the Term Term, Company will provide Google with a written certificate signed by an authorized officer of Company that certifies as of the date of such certificate that Company and no more than once a year, Google will make available to Company, each of the latest available SSAE 16 (or similar report Company Site Affiliates are in compliance with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and payment obligations under this Agreement. [***]. View More
Payments. 10.1. 11.1.Company Payments. (a)The Search Fees owed to Google under this Agreement will be calculated using the number of Requests for Search Results Sets as reported by Google. (b)Offset. Google may offset the Search Fees payable by Company under this Agreement against Google's payment obligations to Company under this Agreement. (c)Invoices. Even if the Search Fees are offset under subsection 11.1(b), Google will invoice (or send a statement of financial activity to) Company for Search Fees i...n the month after the Search Fees are incurred. Company will pay the invoice amount, if any, to Google within [*] days of the date of invoice. 11.2.Google Payments. (a) For (a)For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) Agreement or the applicable Exhibit) of [*****]. Net Ad Revenues attributable to a calendar month. This payment will be made in the month following the calendar month in which the applicable Ads were displayed. (b) Google's (b)Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. All which may be filtered to exclude (i) invalid queries, impressions, conversions or clicks, and (ii) any amounts refunded to advertisers in connection with Company's failure to comply with this Agreement, as reasonably determined by Google and [*]. 11.3.All Payments. (a) As (a)As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All CONFIDENTIAL ~ DMS Template ID: 1256342 (v2.10) ~ pg. 8 CONFIDENTIAL TREATMENT REQUESTED (b)All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In (c)In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted offset any payment obligations to Company that Google may incur under this Agreement against any undisputed, past due product or service fees owed to Google by Company under this Agreement or any other agreement between Company and filed separately with the Securities Google. Google may also withhold and Exchange Commission. 7 10.3 Accounting Upon written request during the Term and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and offset against its payment obligations under this Agreement. Agreement, or require Company to pay to Google within [*] days of any invoice, any amounts Google may have overpaid to Company under this Agreement in the [*] prior periods to the date of such withholding, offset or invoice. View More
Payments. 10.1. 12.1. Company Payments. (a) Search Services. The Search Fees owed to Google under this Agreement will be calculated using the number of Requests for Search Results Sets as reported by Google. (b) Invoices. Google will invoice (or send a statement of financial activity to) Company for Search Fees in the month after the Search Fees are incurred. Company will pay the invoice amount, if any, to Google within 30 days of the date of invoice. 12.2. Google Payments. (a) For each applicable Adverti...sing Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. Net Ad Revenues attributable to a calendar month. This payment will be made in the month [*] following the calendar month in which the applicable Ads were displayed. * Information redacted pursuant to a confidential treatment request by Blucora, Inc. under 5 U.S.C. §552(b)(4) and 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2, and submitted separately with the Securities and Exchange Commission. 10 (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. which may be filtered to exclude (i) invalid queries, impressions, conversions or clicks, and (ii) any amounts refunded to advertisers in connection with Company's failure to comply with this Agreement, as reasonably determined by Google. (c) In the event that Company believes a discrepancy exists in the fees due under this Agreement, Company will notify Google in writing and Google and Company shall work together in good faith to resolve such discrepancy, if any. [*]. 12.3. All Payments. (a) As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may, [*], offset any payment obligations to Company that Google may [*****]. ***** Confidential material redacted incur under this Agreement against any [*] product or service fees owed to Google and filed separately with the Securities not yet paid by Company under this Agreement or any other agreement between Company and Exchange Commission. 7 10.3 Accounting Upon written request during the Term Google, [*]. Google may also withhold and no more than once a year, offset against its payment obligations under this Agreement, or require Company to pay to Google within 30 days of any invoice, any amounts Google may have overpaid to Company in prior periods. For clarity, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls not offset amounts owed by an Affiliate of Company under another agreement between such Affiliate of Company and validation mechanisms in place to meet the revenue reporting and Google against Google's payment obligations under this Agreement. View More
Payments. 10.1. 12.1. Company Payments. (a) Search Services. The Search Fees owed to Google under this Agreement will be calculated using the number of Requests for Search Results Sets as reported by Google. (b) Invoices. Google will invoice (or send a statement of financial activity to) Company for Search Fees in the month after the Search Fees are incurred. Company will pay the invoice amount, if any, to Google within 30 days of the date of invoice. 12.2. Google Payments. (a) For each applicable Adverti...sing Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. Net Ad Revenues attributable to a calendar month. This payment will be made in the month [*] following the calendar month in which the applicable Ads were displayed. (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. which may be filtered to exclude (i) invalid queries, impressions, conversions or clicks, and (ii) any amounts refunded to advertisers in connection with Company's failure to comply with this Agreement, as reasonably determined by Google. * Information redacted pursuant to a confidential treatment request by Blucora, Inc. under 5 U.S.C. §552(b)(4) and 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2, and submitted separately with the Securities and Exchange Commission. 10 (c) In the event that Company believes a discrepancy exists in the fees due under this Agreement, Company will notify Google in writing and Google and Company shall work together in good faith to resolve such discrepancy, if any. [*]. 12.3. All Payments. (a) As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may, [*], offset any payment obligations to Company that Google may [*****]. ***** Confidential material redacted incur under this Agreement against any [*] product or service fees owed to Google and filed separately with the Securities not yet paid by Company under this Agreement or any other agreement between Company and Exchange Commission. 7 10.3 Accounting Upon written request during the Term Google, [*]. Google may also withhold and no more than once a year, offset against its payment obligations under this Agreement, or require Company to pay to Google within 30 days of any invoice, any amounts Google may have overpaid to Company in prior periods. For clarity, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls not offset amounts owed by an Affiliate of Company under another agreement between such Affiliate of Company and validation mechanisms in place to meet the revenue reporting and Google against Google's payment obligations under this Agreement. View More
Payments. 10.1. 11.1. Company Payments. (a) Search Services. The Search Fees owed to Google under this Agreement will be calculated using the number of Requests for Search Results Sets as reported by Google. (b) Offset. Google may offset the Search Fees payable by Company under this Agreement against Google's payment obligations to Company under this Agreement. (c) Invoices. Even if the Search Fees are offset under subsection 11.1(b), Google will invoice (or send a statement of financial activity to) Comp...any for Search Fees in the month after the Search Fees are incurred. Company will pay the invoice amount, if any, to Google within 30 days of the date of invoice. 11.2. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. Net Ad Revenues attributable to a calendar month. This payment will be made in the month following the calendar month in which the applicable Ads were displayed. (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. which may be filtered to exclude (i) invalid queries, impressions, conversions or clicks, and (ii) any amounts refunded to advertisers in connection with Company's failure to comply with this Agreement, as reasonably determined by Google. 11.3. All Payments. (a) As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Sites or Approved Client Applications. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted offset any payment obligations to Company that Google may incur under this Agreement against any undisputed, past due product or service fees owed to Google by Company under this Agreement or any other agreement between Company and filed separately with the Securities Google. Google may also withhold and Exchange Commission. 7 10.3 Accounting Upon written request during the Term and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and offset against its payment obligations under this Agreement. Agreement, or require Company to pay to Google within 30 days of any invoice, any amounts Google may have overpaid to Company in prior periods. View More
Payments. 10.1. Company Payments. (a) Search Services. The Search Fees owed to Google under this Agreement will be calculated using the number of Requests for Search Results Sets as reported by Google. (b) Offset. Google may offset the Search Fees payable by Company under this Agreement against Google's payment obligations to Company under this Agreement. (c) Invoices. Even if the Search Fees are offset under subsection 10.1(b), Google will invoice (or send a statement of financial activity to) Company fo...r Search Fees in the month after the Search Fees are incurred. Company will pay the invoice amount, if any, to Google within 30 days of the date of invoice. 10.2. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. Net Ad Revenues attributable to a calendar month. This payment will be made in the month following the calendar month in which the applicable Ads were displayed. (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. which may be filtered to exclude (i) invalid queries, impressions, conversions or clicks, and (ii) any amounts refunded to advertisers in connection with Company's failure to comply with this Agreement, as reasonably determined by Google. 10.3. All Payments. (a) As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted offset any payment obligations to Company that Google may incur under this Agreement against any undisputed, past due product or service fees owed to Google by Company under this Agreement or any other agreement between Company and filed separately with the Securities Google. Google may also withhold and Exchange Commission. 7 10.3 Accounting Upon written request during the Term and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and offset against its payment obligations under this Agreement. Agreement, or require Company to pay to Google within 30 days of any invoice, any amounts Google may have overpaid to Company in prior periods. View More
Payments. 7 Google Confidential GoogleInc. ;GoogleServicesAgreement;v2.4;August2012The confidential portions of this exhibit have been filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request in accordance with Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***. 10.1. Company Payments. (a) Search Services. The Search Fees owed to Google under this Agreement will be calculated using the nu...mber of Requests for Search Results Sets as reported by Google. (b) Offset. Google will, unless it has notified Company otherwise, offset the Search Fees payable by Company under this Agreement against Google's payment obligations to Company under this Agreement. (c) Invoices. Even if the Search Fees are offset under subsection 10.1(b), Google will invoice (or send a statement of financial activity to) Company for Search Fees in the month after the Search Fees are incurred. Company will pay the invoice amount, if any, to Google within 30 days of the date of invoice. 10.2. Google Payments. (a) For each applicable Advertising Service, Google will pay Company an amount equal to the Revenue Share Percentage (listed on the front pages of this Agreement) of [*****]. Net Ad Revenues attributable to a calendar month. This payment will be made in the month following the calendar month in which the applicable Ads were displayed. (b) Google's payments for Advertising Services under this Agreement will be based on Google's accounting [*****]. 10.2. which may be filtered to exclude (i) invalid queries, impressions, conversions or clicks, and (ii) any amounts refunded to advertisers in connection with Company's failure to comply with this Agreement, as reasonably determined by Google. 10.3. All Payments. (a) As between Google and Company, Google is responsible for all taxes (if any) associated with the transactions between Google and advertisers in connection with Ads displayed on the Sites. Company is responsible for all taxes (if any) associated with the Services, other than taxes based on Google's net income. All payments to Company from Google in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. If Google is obligated to withhold any taxes from its payments to Company, Google will notify Company of this and will make the payments net of the withheld amounts. Google will provide Company with original or certified copies of tax payments (or other sufficient evidence of tax payments) if any of these payments are made by Google. (b) All payments due to Google or to Company will be in the currency specified in this Agreement and made by electronic transfer to the account notified to the paying party by the other party for that purpose, and the party receiving payment will be responsible for any bank charges assessed by the recipient's bank. (c) In addition to other rights and remedies Google may have, Google may [*****]. ***** Confidential material redacted offset any payment obligations to Company that Google may incur under this Agreement against any product or service fees owed to Google and filed separately with the Securities not yet paid by Company under this Agreement or any other agreement between Company and Exchange Commission. 7 10.3 Accounting Upon written request during the Term Google. Google may also withhold and no more than once a year, Google will make available to Company, the latest available SSAE 16 (or similar report with comparable data) from a reputable, independent certified public accounting firm covering the key controls and validation mechanisms in place to meet the revenue reporting and offset against its payment obligations under this Agreement. Agreement, or require Company to pay to Google within 30 days of any invoice, any amounts Google may have overpaid to Company in prior periods. View More
