Common use of Media Services Clause in Contracts

Media Services. (a) During the Term of this Agreement, Buyer agrees to purchase, and Alloy agrees on behalf of itself and its subsidiaries, to make available to Buyer, that certain remnant media set forth on Exhibit A attached hereto for the purpose of advertising and promoting Buyer products and services (the “Media Services”). (b) The Media Services provided by Alloy shall be priced at a thirty percent (30%) discount to the rates for such Media Services as set forth on Exhibit A attached hereto, which shall be reviewed by Alloy and Buyer once per year during the Term; provided, however, that the then prevailing rates for such Media Services, with the 30% discount applied thereto, shall be the basis for such review. Buyer agrees to purchase from Alloy no less than, and Alloy agrees to use commercially reasonable efforts to make available to Buyer at least, but in all cases subject to availability: (i) one million two hundred thousand dollars ($1,200,000) of Media Services during the period commencing on the Effective Date and terminating on the first anniversary of the Effective Date; (ii) one million one hundred thousand dollars ($1,100,000) of Media Services during the period commencing on the day after the first anniversary date of the Effective Date and terminating on the second anniversary of the Effective Date; and (iii) one million dollars ($1,000,000) of Media Services during the period commencing on the day after the second anniversary date of the Effective Date and terminating on the third anniversary of the Effective Date. For purposes of this Agreement, the amounts referred to above shall be “Media Fees”. In the event Alloy is unable to provide Media Services equal to the value of the Media Fees (taking into account the 30% discount) due to lack of availability, Buyer shall be entitled to carry over the unused portion of the Media Fees to the next available period until fully utilized, with the understanding that any Media Services are subject to continuing availability. (c) Buyer and Alloy shall determine no less than once every three months the type of Media Services to be provided during the following three months, with the understanding that (i) such program shall be documented in an insertion order, e-mail or other written communication with the general substance in the form attached hereto as Exhibit B to be signed or otherwise acknowledged by the parties hereto and (ii) any and all such Media Services are subject to change based on availability and Alloy client demands. (d) Buyer shall, in its sole discretion, subject to availability, have the option of applying the Media Fees to the purchase of non-remnant media, and Alloy shall provide to Buyer any such non-remnant media elected to be purchased by Buyer, in which case such non-remnant media shall be billed at Alloy’s then rate card.