Common use of Operating Standards Clause in Contracts

Operating Standards. MP will ensure that the Affiliated MP Site complies at all times with the standards set forth in Exhibit E. To the extent site standards are not established in Exhibit E with respect to any aspect or portion of the Affiliated MP Site (or the Products or other Content contained therein), MP will provide such aspect or portion at a level of accuracy, quality, completeness, and timeliness that meets or exceeds prevailing standards in the online industry for providers of the services set forth on Exhibit D. In the event MP fails to comply (1) with its obligation under Section 2.1 of this Agreement to ensure that the Affiliated MP Site will not promote, advertise, market or distribute the products services or content of any other Interactive Service or (2) with the provisions of Exhibit E (except for Sections 1 and 4), or (3) with any other material terms of AOL's Terms of Service, Privacy Policy, or technical requirements herein, which failure, by its nature, requires immediate action by AOL (e.g., offensive content on the Affiliated MP Site, significant technical problems or incompatibilities of the Affiliated MP Site or the Promo Content with the AOL Network, or other situations causing a significant and material adverse effect on the AOL Service or other AOL products or creating a material poor user experience), in the good faith judgement of AOL, then, in any such case, AOL will have the right (in addition to any other remedies available to AOL hereunder) to decrease the applicable promotion (i.e., remove links to such offending areas only, to the extent possible, in a manner narrowly tailored to address the particular problem, to the extent possible) it provides to MP hereunder (and to decrease or cease any other contractual obligation hereunder) until such time as MP corrects its non-compliance (and in such event, AOL will be relieved of the proportionate amount of any promotional commitment made to MP by AOL hereunder corresponding to such decrease in promotion) and any revenue threshold(s) set forth in Section 4 will each be adjusted proportionately to correspond to such decrease in promotion and other obligations during the period of non-compliance; provided that AOL shall use best efforts to notify MP of such non-compliance promptly upon becoming aware of such non-compliance and AOL shall make good faith efforts to attempt to deliver such notice to MP prior to or contemporaneously with any action by AOL authorized by this sentence. In addition, AOL agrees to make good faith efforts to work with MP to resolve such non-compliance as quickly as possible. Promptly after MP has corrected such non-compliance, AOL shall resume the level of promotions (or other contractual obligation if applicable) in effect prior to such non-compliance.

Operating Standards. MP will ensure that the Affiliated MP Site complies at all times with the standards set forth in Exhibit E. To the extent site standards are not established in Exhibit E with respect to any aspect or portion of the Affiliated MP Site (or the Products or other Content contained therein), MP will provide such aspect or of portion at a level of accuracy, quality, completeness, and timeliness that which meets or exceeds prevailing standards in the online industry for providers of the services set forth on Exhibit D. video sale and rental industry. In the event MP fails to comply (1) with its obligation under Section 2.1 any material terms of this Agreement to ensure that the Affiliated MP Site will not promote, advertise, market or distribute the products services or content of any other Interactive Service or (2) with the provisions of Exhibit E (except for Sections 1 and 4), or (3) with any other material terms of AOL's Terms of Service, Privacy Policy, or technical requirements herein, which failure, by its nature, requires immediate action by AOL (e.g., offensive content on the Affiliated MP Site, significant technical problems or incompatibilities of the Affiliated MP Site or the Promo Content with the AOL Network, or other situations causing a significant and material adverse effect on the AOL Service or other AOL products or creating a material poor user experience), in the good faith judgement of AOL, then, in any such caseattached hereto, AOL will have the right (in addition to any other remedies available to AOL hereunder) to decrease the applicable promotion (i.e., remove links to such offending areas only, to the extent possible, in a manner narrowly tailored to address the particular problem, to the extent possible) it provides to MP hereunder (and to decrease or cease any other contractual obligation hereunder) until such time as MP corrects its non-compliance (and in such event, AOL will be relieved of the proportionate amount of any promotional commitment made to MP by AOL hereunder corresponding to such decrease in promotion) and (b) any revenue threshold(s) set forth in Section 4 will each be adjusted proportionately to correspond to such decrease in promotion and other obligations during the period of non-compliance; provided . In the event that AOL shall use best efforts to notify MP of such non-compliance promptly upon becoming aware of such non-compliance and AOL shall make good faith efforts to attempt to deliver such notice decreases the promotions it provides to MP prior to or contemporaneously with any action by AOL authorized by this sentence. In addition, AOL agrees to make good faith efforts to work with MP to resolve such non-compliance as quickly as possible. Promptly after MP has corrected such non-compliancehereunder, AOL shall resume the level of promotions (or other contractual obligation if applicable) in effect prior to such non-compliancepromptly provide MP with notice thereof.

Operating Standards. MP will ensure that the Affiliated MP Site complies at all times with the standards set forth in Exhibit E. To the extent site standards are not established in Exhibit E with respect to any aspect or portion of the Affiliated MP Site (or the Products or other Content contained therein), MP will provide such aspect or portion at a level of accuracy, quality, completeness, and timeliness that meets or exceeds prevailing standards in the online industry for providers of the services set forth on Exhibit D. health insurance industry. In the event MP fails to comply (materially breaches its obligations in paragraphs 1) with its obligation under Section 2.1 of this Agreement to ensure that the Affiliated MP Site will not promote, advertise2, market 3, 8 or distribute the products services or content of any other Interactive Service or (2) with the provisions 9 of Exhibit E (except for Sections 1 and 4), or (3) with any other material terms of AOL's Terms of Service, Privacy Policy, or technical requirements herein, which failure, by its nature, requires immediate action by AOL (e.g., offensive content on the Affiliated MP Site, significant technical problems or incompatibilities of the Affiliated MP Site or the Promo Content with the AOL Network, or other situations causing a significant and material adverse effect on the AOL Service or other AOL products or creating a material poor user experience), in the good faith judgement of AOL, then, in any such caseE, AOL will have the right (in addition to any other remedies available to AOL hereunder), if such breach continues uncured after thirty (30) days following written notice to MP thereof, to decrease the applicable promotion (i.e., remove links to such offending areas only, to the extent possible, in a manner narrowly tailored to address the particular problem, to the extent possible) it provides to MP hereunder (and to decrease or cease any other contractual obligation hereunder) until such time as MP corrects its non-compliance (and in such event, (a) AOL will be relieved of the proportionate amount of any Impressions and promotional commitment commitments made to MP by AOL hereunder corresponding to such decrease in promotionpromotion and (b) and any the revenue threshold(s) set forth in Section 4 Sections 1.2 and 4.2 and the Approved Application thresholds (as set forth in Exhibit B of the Performance Warrant Agreement and the Renewal Term Performance Warrant Agreement, as such terms are defined below) will each be adjusted proportionately to correspond to such decrease in promotion and other obligations during the period of non-compliance; provided that AOL shall use best efforts to notify MP of such non-compliance promptly upon becoming aware of such non-compliance and AOL shall make good faith efforts to attempt to deliver such notice to MP prior to or contemporaneously with any action by AOL authorized by this sentence. In addition, AOL agrees to make good faith efforts to work with MP to resolve such non-compliance as quickly as possible. Promptly after MP has corrected such non-compliance, AOL shall resume the level of promotions (or other contractual obligation if applicable) in effect prior to such non-complianceperiod).