Common use of Domain Names Clause in Contracts

Domain Names. Subject to this Section 4, Licensee shall have the ------------ right and license to use, on a royalty-free basis, to the extent available under applicable law and national domain registries, applicable AOL Marks as universal resource locators, domain names, sub-domain names, newsgroup names and other similar or related identifiers for Internet uses ("AOL Domain Names"). AOL Domain names within the Territory registered by AOL as of the Effective Date are identified in Attachment E and Licensee hereby acknowledges that AOL has not ------------ otherwise registered any other domain names in the Territory. Licensee shall pay any filing, maintenance, administrative or other fees associated with establishing and preserving the AOL Domain Names in the Territory. Licensee shall inform Licensor of proposed new AOL Domain Names Licensee desires to use in connection with the Licensee Interactive Services. Licensor shall not unreasonably withhold or delay its approval of the proposed use of any such proposed AOL Domain Names. If Licensor approves such proposed AOL Domain Name (a "New AOL Domain Name"), Licensor shall seek to obtain a domain name registration, subject to availability thereof under the applicable domain name registry. Licensee shall reimburse Licensor for all costs, fees, and expenses incurred in seeking to obtain New AOL Domain Name registrations and any applicable fees or other expenses required to maintain such additional domain names. Licensor shall thereafter take steps, in its reasonable discretion, to protect registered AOL Domain Names in the Territory. Licensee shall, at its own expense, take such steps as Licensor and its Affiliates may reasonably request to assist Licensor in protecting Licensor's, AOL's and Licensee's rights in AOL Domain Names. Licensee acknowledges and agrees that (i) the AOL Domain Names and New AOL Domain Names are and shall remain the sole property of Licensor; (ii) nothing in this Agreement shall convey to Licensee any right of ownership in the AOL Domain Names; and (iii) all use of AOL Domain Names and New AOL Domain Names by Licensee shall inure to the benefit of Licensor.

Domain Names. Subject to this Section 4, Licensee shall have the ------------ right and license to use, on a royalty-free basis, to the extent available under applicable law and national domain registries, applicable AOL CIS Marks as universal resource locators, domain names, sub-domain names, newsgroup names and other similar or related identifiers for Internet uses ("AOL CIS Domain Names"). AOL CIS Domain names within the Territory registered by AOL CIS as of the Effective Date are identified in Attachment E D and Licensee hereby acknowledges that AOL CIS has not ------------ otherwise registered any other domain names in the Territory. Licensee shall pay any filing, maintenance, administrative or other fees associated with establishing and preserving the AOL CIS Domain Names in the Territory. Licensee shall inform Licensor of proposed new AOL CIS Domain Names Licensee desires to use in connection with the Licensee Interactive Services. Licensor shall not unreasonably withhold or delay its approval of the proposed use of any such proposed AOL CIS Domain Names. If Licensor approves such proposed AOL CIS Domain Name (a "New AOL CIS Domain Name"), Licensor shall seek to obtain a domain name registration, subject to availability thereof under the applicable domain name registry. Licensee shall reimburse Licensor for all costs, fees, and expenses incurred in seeking to obtain New AOL CIS Domain Name registrations and any applicable fees or other expenses required to maintain such additional domain names. Licensor shall thereafter take steps, in its reasonable discretion, to protect registered AOL CIS Domain Names in the Territory. Licensee shall, at its own expense, take such steps as Licensor and its Affiliates may reasonably request to assist Licensor in protecting Licensor's, AOL's CIS' and Licensee's rights in AOL CIS Domain Names. Licensee acknowledges and agrees that (i) the AOL CIS Domain Names and New AOL CIS Domain Names are and shall remain the sole property of Licensor; (ii) nothing in this Agreement shall convey to Licensee any right of ownership in the AOL CIS Domain Names; and (iii) all use of AOL CIS Domain Names and New AOL CIS Domain Names by Licensee shall inure to the benefit of Licensor.

Domain Names. Subject to this Section 4, Licensee shall have the ------------ right and license to use, on a royalty-free basis, to the extent available under applicable law and national domain registries, applicable AOL Marks as universal resource locators, domain names, sub-domain names, newsgroup names and other similar or related identifiers for Internet uses ("AOL Domain Names"). AOL Domain names within the Territory registered by AOL as of the Effective Date are identified in Attachment E and Licensee hereby acknowledges that AOL has not ------------ otherwise registered any other domain names in the Territory. Licensee shall pay any filing, maintenance, administrative or other fees associated with establishing and preserving the AOL Domain Names in the Territory. Licensee shall inform Licensor of proposed new AOL Domain Names Licensee desires to use in connection with the Licensee Interactive Services. Licensor shall not unreasonably withhold or delay its approval of the proposed use of any such proposed AOL Domain Names. If Licensor approves such proposed AOL Domain Name (a "New AOL Domain Name"), Licensor shall seek to obtain a domain name registration, subject to availability thereof under the applicable domain name registry. Licensee shall reimburse Licensor for all costs, fees, and expenses incurred in seeking to obtain New AOL Domain Name registrations and any applicable fees or other expenses required to maintain such additional domain names. Licensor shall thereafter take steps, in its reasonable discretion, to protect registered AOL Domain Names in the Territory. Licensee shall, at its own expense, take such steps as Licensor and its Affiliates may reasonably request to assist Licensor in protecting Licensor's, AOL's and Licensee's rights in AOL Domain Names. Licensee acknowledges and agrees that (i) the AOL Domain Names and New AOL Domain Names are and shall remain the sole property of Licensor; (ii) nothing in this Agreement shall convey to Licensee any right of ownership in the AOL Domain Names; and (iii) all use of AOL Domain Names and New AOL Domain Names by Licensee shall inure to the benefit of Licensor.

Domain Names. Subject to this Section 4For clarity, Licensee shall have any domain names containing the ------------ right and license to use, on a royalty-free basis, to the extent available under applicable law and national domain registries, applicable AOL Licensed Marks as universal resource locators, domain names, sub-domain names, newsgroup names and other similar or related identifiers for Internet uses ("AOL Domain Names"). AOL Domain names within the Territory that are registered by AOL in any Licensee’s name as of the Effective Date are identified not included within the definition of “Licensed Marks” in Attachment E this Agreement, and each Licensee hereby acknowledges that AOL has not ------------ otherwise registered agrees (i) promptly to transfer any other of same (including all related records) to Parent for no consideration and (ii) to maintain and renew all such registrations until the time of such transfer. Further, any domain names containing the Licensed Marks that are registered in Parent’s name and used by any Licensee as of the TerritoryEffective Date (as set forth on Exhibit E hereto) (the “Redirected Domains”) are not included within the definition of “Licensed Marks” in this Agreement, but Parent agrees that for the six (6)-month period from the Closing Date, it will use the Redirected Domains solely to direct or redirect Internet traffic (a) at Licensee’s request, to one or more Internet websites designated and controlled by Acquiror and its Affiliates or (b) if Licensee does not request such redirection, to an inactive web page. Throughout the Term, Parent shall (a) maintain the registrations for each of the domain names “xxxxxxxxxx.xx”, “xxxxxxxx.xx”, “xxxxxxxxxxxxxx.xxx” and “xxxxxxxxxxxxxx.xx”; (b) ensure that any Internet traffic to such domain names is directed or redirected to an inactive web page; and (c) use such domain names solely for the purpose of such direction or redirection. To the extent requested by Parent, each Licensee shall reimburse Parent or its designee for all amounts paid by Parent to renew and maintain the foregoing domain names, to the extent that such renewal covers the Term, including any and all portions of renewal fees to the extent covering the Term. Each Licensee shall pay or cause its Subsidiaries to pay such fees in immediately available funds within thirty (30) days of such Licensee’s receipt of an invoice therefor from Parent. Parent agrees that after the Term, if Parent continues (in its sole discretion) to maintain or renew any filing, maintenance, administrative or other fees associated with establishing and preserving the AOL Domain Names in the Territory. Licensee shall inform Licensor of proposed new AOL Domain Names Licensee desires to use in connection with the Licensee Interactive Services. Licensor shall not unreasonably withhold or delay its approval of the proposed use of any such proposed AOL Domain Names. If Licensor approves such proposed AOL Domain Name (a "New AOL Domain Name"), Licensor shall seek to obtain a domain name registration, subject to availability thereof under the applicable domain name registry. Licensee shall reimburse Licensor for all costs, fees, and expenses incurred in seeking to obtain New AOL Domain Name registrations and any applicable fees or other expenses required to maintain such additional above domain names. Licensor shall thereafter take steps, in its reasonable discretion, Parent will use such domain names solely to protect registered AOL Domain Names in the Territory. Licensee shall, at its own expense, take such steps as Licensor and its Affiliates may reasonably request direct or redirect Internet traffic to assist Licensor in protecting Licensor's, AOL's and Licensee's rights in AOL Domain Names. Licensee acknowledges and agrees that (i) the AOL Domain Names and New AOL Domain Names are and shall remain the sole property of Licensor; (ii) nothing in this Agreement shall convey to Licensee any right of ownership in the AOL Domain Names; and (iii) all use of AOL Domain Names and New AOL Domain Names by Licensee shall inure to the benefit of Licensoran inactive page.