Common use of Customization Clause in Contracts

Customization. ICP shall customize the Customized Site and Customized Programming for AOL Members as follows: (a) ICP shall customize and co-brand the Customized Site and Customized Programming for distribution over the AOL Properties listed in Exhibit A-1 using AOL's design guideline templates and co-branding requirements, including by (x) displaying on each page of the Customized Site framing (e.g., C-frame, side navigation/menu bars, headers and footers) of size and type determined by AOL and which contain branding for the applicable AOL Property and ICP as determined by AOL and, as determined by AOL, links to the applicable AOL Property, a search box and/or promotional spaces to be programmed by AOL, and (y) matching the look and feel of the applicable AOL Property on the Customized Site. In addition, ICP shall comply with any customization and co-branding requirements set forth on Exhibit A. ICP shall make any changes to the customization and/or co-branding of the Customized Site to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the Term. (b) ICP shall ensure that AOL Members accessing the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Pages, Stars Pages, and the Extreme Main Page), or (iii) otherwise in violation of the applicable AOL Property's then- standard advertising policies. ICP shall ensure that all Advertisements sold by ICP or its agents comply with all applicable federal, state and local laws and regulations. (c) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided [*], provided that such tools and technology are not [*] and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL. (d) Within the AOL Service, ICP shall host the Main Teams Page, Team Aggregate Screens, Main Stars Page, Stars Aggregate Screens and the Extreme Main Page of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇ and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Within all other AOL Properties, ICP shall host the Team Pages, Stars Pages and Extreme Online Area of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and all other pages within the Customized Site may have domain names such as ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help [*]. For pages appearing on an ICP URL, then AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*] and ICP shall used [*].

Customization. ICP shall customize all ICP Programming and the Customized ICP Internet Site and Customized Programming for AOL Members as follows: (a) The ICP Internet Site shall be a [ * ] ICP shall customize and co-brand the Customized ICP Internet Site and Customized ICP Programming for distribution over the AOL Properties listed in Exhibit A-1 using AOL's design guideline templates and co-branding requirements, including by (x) displaying on each page of the Customized Site framing (e.g., C-frame, side navigation/menu bars, headers and footers) of size and type determined by AOL and which contain branding for the applicable AOL Property and ICP as determined by AOL and, as determined by AOL, links to the applicable AOL Property, a search box and/or promotional spaces to be programmed by AOL, [ * ] and (y) matching the look and feel of the applicable AOL Property on the Customized Site. [ * ] In addition, ICP shall comply with any customization and co-branding requirements set forth on Exhibit A. ICP shall make any reasonable changes to the customization and/or co-branding of the Customized ICP Internet Site and ICP Programming to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the Term. (b) ICP shall ensure that AOL Members accessing the Customized Site and/or Customized ICP Programming or linking to any the ICP Interactive Internet Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Pages, Stars Pages, and the Extreme Main Page)relationship, or (iii) otherwise in violation of the applicable AOL Property's then- then-standard advertising policiespolicies in each case solely to the extent that ICP has been [*] conflicts and policies in writing by AOL. ICP shall ensure that all Advertisements sold by ICP or its agents comply with all applicable federal, state and local laws and regulations. (c) Within the Customized SiteICP Internet Site and ICP Programming, ICP shall use and/or feature solely (and AOL shall provide and grant to ICP, free of charge, all rights necessary to use) AOL's tools and technology ("AOL TOOLS") for the following all community and communications utilities and functionality: functionality (including, without limitation, chat, message boards, web page community services such as AOL Hometown, IP telephony, email, address book, web-based greeting cards and instant messaging); any registration or similar processes permitted hereunder; navigation services (e.g., chatsearch and directory products, classified listings, white pages and yellow pages); personalization services (e.g., Suitcase, hosting, data exchange, personalized news service, calendaring (including "click-to-add event" functionality associated therewithpersonal finance services and calendaring), web page community services, message boards, and ; commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any ; audio and video streaming technology and content; and such AOL Tool is not made available for use on the Customized Site within other tools as may be necessary to provide a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools level of service and technology provided [*], provided that such tools and technology are not [*] and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over functionality comparable to the corresponding AOL Tool once such AOL Tool is made available. In addition, Primary Site or as may be mutually agreed upon by the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOLParties. (d) Within the AOL Service, ICP shall may host the Main Teams Page, Team Aggregate Screens, Main Stars Page, Stars Aggregate Screens and the Extreme Main Page all pages of the Customized Programming and Customized ICP Internet Site under a domain name the following co-branded with the applicable AOL Property as followsdomain name: ▇▇▇▇▇▇▇▇▇aol.▇▇▇▇.▇▇▇.▇▇▇ and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Within all other AOL Properties, ICP shall host the Team Pages, Stars Pages and Extreme Online Area of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and all other pages within the Customized Site may have domain names such as ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help [*]. For pages appearing on an ICP URL, then AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*] and ICP shall used [*].

Customization. ICP shall customize the Customized Site and Customized Programming for AOL Members as follows: (a) ICP shall customize and co-brand the Customized ICP Internet Site and Customized Programming for distribution over the certain AOL Properties listed in Exhibit A-1 using AOL's design guideline templates and co-branding requirements, including by (x) displaying on each page of the Customized Site framing (e.g., C-frame, side navigation/menu bars, headers and footers) of size and type determined by AOL and which contain branding for the applicable AOL Property and ICP as determined by AOL and, as determined by AOL, links to the applicable AOL Property, a search box and/or promotional spaces to be programmed by AOL, and (y) matching the look and feel of the applicable AOL Property on the Customized Site. In addition, ICP shall comply with any customization and co-branding requirements set forth more particularly described on Exhibit A. A-1. ICP shall make any reasonable changes to the customization and/or co-branding of the Customized Site to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL that may occur during the Term. Confidential Materials omitted and filed separately with the Securities and Exchange Commission Asterisks denote omissions. (b) Unless otherwise agreed upon by the Parties, ICP shall ensure that AOL Members accessing the Customized Site and/or Customized ICP Programming or linking to any the ICP Interactive Internet Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable any AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential premier relationship (but this limitation only applies to the Team Pages, Stars Pages, and the Extreme Main Page)with any third party, or (iii) otherwise in violation of the applicable AOL Property's then- standard advertising policies, which are subject to change from time to time at AOL's reasonable discretion. AOL represents and warrants that it has delivered to ICP copies of the current versions -of the standard advertising policies for each of the AOL Properties which constitute the subject of this Agreement and has notified ICP of the categories in which AOL maintains (as of the Effective Date) exclusive relationships with any third party commerce partner. AOL shall notify ICP of changes to such list of categories from time to time, and ICP shall not be deemed to have breached the terms of this Section 5.2(b) with respect to advertisements, promotions or links in categories with respect to which AOL has not notified ICP of an exclusive relationship with a third party, so long as (i) such exclusive relationship was in full force and effect prior to the inclusion of such promotions, advertisements or links and (ii) CCBN removes any such promotions, links or advertisements within five (5) days following notification by AOL that an exclusive relationship with a third party exists. AOL shall use commercially reasonable efforts to ensure that ICP will not, by reason of this Section 5.2(b), be [**] through the ICP Internet Site and ICP Programming, provided that the Parties agree that AOL does not guarantee that ICP will [**] through the ICP Internet Site and/or ICP Programming. (c) ICP shall provide continuous navigational ability for AOL Members to return to an agreed-upon point on the applicable AOL Property (for which AOL shall supply the proper address) from ICP Internet Site or ICP Programming (e.g., the point on the applicable AOL Property from which such site is linked), which, at AOL's option, may be satisfied through the use of a hybrid browser format. ICP shall ensure that all Advertisements sold navigation back to the AOL Network from the ICP Internet Site, whether through a particular pointer or link, the "back" button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by ICP through the use of any intermediate screen or its agents comply other device not specifically requested by the user, including without limitation through the use of any html pop-up window or any other similar device. Rather, such AOL traffic shall be pointed directly back to the AOL Network as designated by AOL. Confidential Materials omitted and filed separately with all applicable federal, state the Securities and local laws and regulationsExchange Commission. Asterisks denote omissions. (cd) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following all community- related utilities and functionality: instant messagingfunctionality (including, without limitation, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation web page community services such as AOL Hometown) within ICP Programming and the ICP Internet Site and any registration or similar processes permitted hereunder in the event that (e.g., Shop@AOL and local content1) ("AOL Tools"). If ICP desires to incorporate any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar types of tools and technology provided [*], provided that such functionality into the ICP Internet Site and/or the ICP Programming and (2) the relevant AOL tools and technology are not [*] *]with those [**]. The Parties hereby acknowledge and agree that in no links event shall the ICP Internet Site or promotions for such third party appear on ICP Programming contain the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL competitor without the express written consent of AOL. (d) Within the AOL Service, ICP shall host the Main Teams Page, Team Aggregate Screens, Main Stars Page, Stars Aggregate Screens and the Extreme Main Page of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇ and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Within all other AOL Properties, ICP shall host the Team Pages, Stars Pages and Extreme Online Area of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and all other pages within the Customized Site may have domain names such as ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help [*]. For pages appearing on an ICP URL, then AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*] and ICP shall used [*].

Customization. ICP In addition to any customization requirements set forth elsewhere herein, HS shall customize all Customized Programming and the Customized Site and Customized Programming Sites for AOL Members Users as follows: (a) ICP HS shall customize and co-brand the each Customized Site, including a Customized Site and Customized Programming for distribution over the AOL Properties listed Classifieds, in Exhibit A-1 using accordance with AOL's design guideline templates and ’s specifications for such co-branding requirementsas they may be modified and generally applicable to similarly situated AOL partners from time to time, including by (x) displaying on for each page of the Customized Site framing (e.g., C-frame, side navigation/menu bars, headers and footers) of size and type determined by AOL and which contain branding for the applicable AOL Property and ICP as determined by AOL and, as determined by AOL, links to the applicable AOL Property, a search box and/or promotional spaces to be programmed by AOL, and (y) matching the look and feel of the applicable AOL Property on which each Customized Site is promoted. HS shall integrate tools, technologies and functionality on any Customized Site in accordance with the provisions of Section 2.5. AOL shall provide a header and footer to HS for use on the Customized Site. In addition, ICP shall comply with any customization and co-branding requirements set forth on Exhibit A. ICP shall make any changes to the customization and/or co-branding of Sites that is as wide as the Customized Site to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the TermSites require. (b) ICP Notwithstanding anything to the contrary, HS shall ensure that AOL Members accessing the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links that: (i) the Customized Programming and Customized Sites do not (a) directly promote, advertise, or market any Interactive Service, or (b) violate any standard written AOL policy on advertising or promotion made available to HS and as generally applied (e.g., with respect to objectionable content (e.g., illegal or illicit, inappropriate for any entity reasonably construed to be in competition with AOL or the applicable AOL Propertyminors, etc.)); (ii) the Customized Programming does not directly promote, advertise, market or distribute any products or services in a any category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies in accordance with the lists provided to the Team Pages, Stars Pages, and the Extreme Main Page), or HS pursuant to Section 1.5.1; and (iii) otherwise in violation of the applicable Customized Programming will not use or display any pop-up Advertising during the Term, and no pop-up advertising will be displayed to any AOL Property's then- standard advertising policies. ICP shall ensure that all Advertisements sold by ICP User on any page linked to directly from Promotions or its agents comply with all applicable federal, state and local laws and regulationsthe Customized Programming. (c) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided [*], provided that such tools and technology are not [*] and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL. (d) Within the AOL Service, ICP HS shall host the Main Teams Page, Team Aggregate Screens, Main Stars Page, Stars Aggregate Screens and the Extreme Main Page all pages of the Customized Programming and Customized Site Sites under a domain name URL address co-branded with the applicable Customized Site and AOL Property as follows: (e.g., a▇▇.▇▇.▇▇▇▇▇▇, n▇▇▇▇▇▇▇.▇▇▇.▇▇▇ and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇, etc.▇▇▇ ) in such a manner that HS receives traffic credit for such pages. (d) Upon the expiration or ▇▇▇▇▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Within all other AOL Propertiesearlier termination of this Agreement, ICP unless the Parties otherwise agree, HS (i) shall host the Team Pages, Stars Pages and Extreme Online Area of discontinue hosting the Customized Programming Sites under the co-branded domain name, and Customized Site (ii) for a period of twelve (12) months thereafter, host a jump page under a each such co-branded domain name name. The design of such jump page shall be mutually agreed to by the Parties. The jump page shall be co-branded with each Party’s brands and shall contain prominent navigation to both the applicable Generally Available Site and an area(s) of the AOL Property as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ Network, or other Content area(s), selected by AOL in its reasonable discretion and all other pages within related in subject matter to the Content contained on the Customized Site Sites. (e) Except for the customization requirements set forth in this Section 4.2, HS reserves the right to redesign or modify the organization, structure, “look and feel,” navigation and other elements of the Customized Sites at any time. In the event such modifications materially and adversely affect the user interface of the Customized Sites, HS shall promptly provide written notice to AOL of the proposed modifications. Within thirty (30) days of HS’ written notice, AOL shall provide written notice to HS of either (i) its acceptance of the proposed modifications or (ii) its rejection of the proposed modifications, together with a written statement of the reasons AOL rejects the proposed modifications as adversely affecting the user interface the Customized Sites. AOL’s failure to so respond within thirty (30) days shall be deemed acceptance. AOL’s approval of a proposed modification shall not be unreasonably withheld. In the event that AOL rejects a proposed modification offered by HS pursuant to this Section 4.2(e), HS and AOL shall attempt, in good faith, to resolve the matter informally within fifteen (15) days. In the event the Parties are unable to resolve the matter informally, either Party may have domain names commence the arbitration provisions of this Agreement; provided, however, that any such as ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating dispute that is not presented to the Customized Site or Customized Programming which appear on an AOL URLManagement Committee and, AOL will use commercially reasonable efforts, including by providing any necessary [*]if necessary, to help [*]. For pages appearing on an ICP URL, then AOL will use commercially reasonable efforts, including arbitration pursuant to Section VII • of Exhibit D for final and binding resolution within ninety (90) days of HS’ written notice of the proposed modification shall be waived by providing any necessary [*], to help ICP [*] and ICP shall used [*]AOL.

Customization. ICP In addition to any customization requirements set forth elsewhere herein, HS shall customize all Customized Programming and the Customized Site and Customized Programming Sites for AOL Members Users as follows: (a) ICP HS shall customize and co-brand the each Customized Site, including a Customized Site and Customized Programming for distribution over the AOL Properties listed Classifieds, in Exhibit A-1 using accordance with AOL's design guideline templates and specifications for such co-branding requirementsas they may be modified and generally applicable to similarly situated AOL partners from time to time, including by (x) displaying on for each page of the Customized Site framing (e.g., C-frame, side navigation/menu bars, headers and footers) of size and type determined by AOL and which contain branding for the applicable AOL Property and ICP as determined by AOL and, as determined by AOL, links to the applicable AOL Property, a search box and/or promotional spaces to be programmed by AOL, and (y) matching the look and feel of the applicable AOL Property on which each Customized Site is promoted. HS shall integrate tools, technologies and functionality on any Customized Site in accordance with the provisions of Section 2.5. AOL shall provide a header and footer to HS for use on the Customized Site. In addition, ICP shall comply with any customization and co-branding requirements set forth on Exhibit A. ICP shall make any changes to the customization and/or co-branding of Sites that is as wide as the Customized Site to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the TermSites require. (b) ICP Notwithstanding anything to the contrary, HS shall ensure that AOL Members accessing that: (i) the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Sites and Customized Programming do not receive advertisements(a) directly promote, promotions advertise, market or links distribute the products, services or content of any other Interactive Service, or (ib) violate any standard written AOL policy on advertising or promotion made available to HS and as generally --------------- [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 8 CONFIDENTIAL applied (e.g., with respect to objectionable content (e.g., illegal or illicit, inappropriate for any entity reasonably construed to be in competition with AOL or the applicable AOL Propertyminors, etc.)); (ii) the Customized Programming does not directly promote, advertise, market or distribute any products or services in a any category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies in accordance with the lists provided to the Team Pages, Stars Pages, and the Extreme Main Page), or HS pursuant to Section 1.4.1; and (iii) otherwise in violation of the applicable Customized Programming will not use or display any pop-up Advertising during the Term, and no pop-up advertising will be displayed to any AOL Property's then- standard advertising policies. ICP shall ensure that all Advertisements sold by ICP User on any page linked to directly from Promotions or its agents comply with all applicable federal, state and local laws and regulationsthe Customized Programming . (c) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided [*], provided that such tools and technology are not [*] and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL. (d) Within the AOL Service, ICP HS shall host the Main Teams Page, Team Aggregate Screens, Main Stars Page, Stars Aggregate Screens and the Extreme Main Page all pages of the Customized Programming and Customized Site Sites under a domain name URL address co-branded with the applicable Customized Site and AOL Property as follows: (e.g., ▇▇▇.▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇ and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇, etc.▇▇▇ or ▇▇▇▇▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) in such a - - manner that HS receives traffic credit for such pages. Within all other HS and/or AOL Properties, ICP shall host the Team Pages, Stars Pages and Extreme Online Area all pages of the Customized Programming and Customized Site under a domain name URL address co-branded with the applicable Customized Site and AOL Property in such a manner that AOL receives traffic credit for such pages provided, however, that HS may elect to use a different URL for pages of Customized Programming hosted by HS so long as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇HS takes all necessary steps to ensure that AOL receives traffic credit for all pages of Customized Programming (e.g., without limitation, by sending a letter to each of the traffic reporting agencies stating that AOL shall receive traffic credit for such pages).▇▇▇▇▇▇▇▇.▇▇▇ and all other pages within (d) Upon the expiration or earlier termination of this Agreement, unless the Parties otherwise agree, HS (i) shall discontinue hosting the Customized Sites under the co-branded domain name, and (ii) for a period of twelve (12) months thereafter, host a jump page under each such co-branded domain name. The design of such jump page shall be mutually agreed to by the Parties. The jump page shall be co-branded with each Party's brands and shall contain prominent navigation to both the Generally Available Site and an area(s) of the AOL Network, or other Content area(s), selected by AOL in its reasonable discretion and related in subject matter to the Content contained on the Customized Sites. (e) Except for the customization requirements set forth in this Section 4.2, HS reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the Customized Sites at any time. In the event such modifications materially and adversely affect the user interface of the Customized Sites, HS shall promptly provide written notice to AOL of the proposed modifications. Within thirty (30) days of HS' written notice, AOL shall provide written notice to HS of either (i) its acceptance of the proposed modifications or (ii) its rejection of the proposed modifications, together with a written statement of the reasons AOL rejects the proposed modifications as adversely affecting the user interface the Customized Sites. AOL's failure to so respond within thirty (30) days shall be deemed acceptance. AOL's approval of a proposed modification shall not be unreasonably withheld. In the event that AOL rejects a proposed modification offered by HS pursuant to this Section 4.2(e), HS and AOL shall attempt, in good faith, to resolve the matter informally within fifteen (15) days. In the event the Parties are unable to resolve the matter informally, either Party may have domain names commence the arbitration provisions of this Agreement; provided, however, that any such as ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. AOL will use commercially reasonable efforts dispute that is not presented to have the Management Committee and, if necessary, to arbitration pursuant to Section VII --------------- [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. of Exhibit D for traffic on final and binding resolution within ninety (90) days of HS' written notice of the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including proposed modification shall be waived by providing any necessary [*], to help [*]. For pages appearing on an ICP URL, then AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*] and ICP shall used [*]AOL.

Customization. ICP shall customize all Customized Programming and the Customized Site and Customized Programming for AOL Members as follows: (a) ICP shall customize and co-brand the Customized Site and Customized Programming for distribution over the AOL Properties listed in Exhibit A-1 using AOL's design guideline templates and co-branding requirements, including by (x) displaying on each page of the Customized Site framing (e.g.framing, branding for and links to the applicable AOL Property, and other navigational and promotional spaces, each as described for each such AOL Property on Exhibit A. In addition, on each page of the Customized Site linked to from a permanent placement on a main department screen of ▇▇▇.▇▇▇ or Netscape Netcenter, ICP shall display a C-frameframe (i.e., side navigation/menu bars, headers and footers) of size and type determined by AOL and which contain ), branding for the applicable AOL Property and ICP as determined by AOL and, as determined by AOL, links to the applicable such AOL Property, a search box and/or and other navigational and promotional spaces to be programmed by spaces, each in accordance with AOL, and (y) matching the look and feel of the applicable 's standards for such AOL Property on the Customized SiteProperty. In addition, ICP shall comply with any customization and co-branding requirements set forth on Exhibit A. ICP shall make any changes to the customization and/or co-branding of the Customized Site to conform to the standard requirements of any AOL Property or otherwise reasonably requested by AOL during the Term; provided that any such change shall not increase the portion of the Customized Site that is covered by such framing by more than 10% over the portion covered by the framing shown on Exhibit A for such AOL Property or the standard C-frame for such AOL Property as of the Effective Date, as applicable. (b) ICP shall ensure that AOL Members accessing the Customized Site and/or Customized Programming or linking to any ICP Interactive Site from the Customized Site or Customized Programming do not receive advertisements, promotions or links (i) for any entity reasonably construed to be in competition with AOL or the applicable AOL Property, (ii) in a category in which AOL or the applicable AOL Property has an exclusive or other preferential relationship (but this limitation only applies to the Team Aggregation Page, Team Pages, Stars Pages[*] Portions have been omitted pursuant to a confidential treatment request. Aggregation Page, and Stars Page of the Extreme Main PageCustomized Site and Customized Programming), or (iii) otherwise in violation of the applicable AOL Property's then- then-standard advertising policies. ICP shall ensure that all Advertisements sold by ICP or its agents comply with all applicable federal, state and local laws and regulations. (c) Within the Customized Site, ICP shall use and/or feature solely AOL's tools and technology for the following utilities and functionality: instant messaging, chat, personalized news service, calendaring (including "click-to-add event" functionality associated therewith), web page community services, message boards, and commerce/content aggregation services (e.g., Shop@AOL and local content) ("AOL Tools"). If any such AOL Tool is not made available for use on the Customized Site within a reasonable time upon ICP's request, ICP shall be permitted to utilize on the Customized Site similar tools and technology provided [*]by a third party, provided that such tools and technology are not [*] branded by such third party and no links or promotions for such third party appear on the Customized Site and, provided, further that ICP will convert such tools and technology over to the corresponding AOL Tool once such AOL Tool is made available. In addition, the Customized Site shall not (x) provide or promote any email service, or (y) use or feature the tools or technology of any Interactive Service other than AOL. (d) Within the AOL Service, ICP shall host the Main Teams Page, Team Aggregate Screens, Main Aggregation Page and Stars Page, Stars Aggregate Screens and the Extreme Main Aggregation Page of the Customized Programming and Customized Site under a domain name co-branded with the applicable AOL Property as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇ and all other pages within the Customized Site will have domain names with applicable ICP Property extension such as ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ or ▇▇▇▇▇▇▇.▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Within all other AOL Properties, ICP shall host the Team PagesAggregation Page, the Team Page, the Stars Pages Aggregation Page and Extreme Online Area of the Customized Programming and Customized Site Stars Page under a domain name co-branded with the applicable AOL Property AOLProperty as follows: ▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ and all other pages within the Customized Site may have domain names such as ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. AOL will use commercially reasonable efforts to have [*] for traffic on the Team Pages within the AOL Service so long as such pages remain in Rainman format. With respect to traffic on any other pages relating to the Customized Site or Customized Programming which appear on an AOL URL, AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*]. For pages appearing on an ICP URL, then AOL will use commercially reasonable efforts, including by providing any necessary [*], to help ICP [*] and ICP shall used receive [*].