Program Content. Participant will carry out a --------------- promotional program that includes the following key elements (such promotional program is hereinafter referred to as the "Netcentives Program"). Participant will enter into contracts ("Sponsor Contracts") with manufacturers, wholesalers, retailers and service providers ("Sponsors") under which Sponsors will be entitled to purchase from Participant and provide credits or points ("Netcentives Points") to such Sponsors' customers solely in connection with offers appearing on the Internet and online services. [***] unless Netcentives Points will not be exchangeable for AADVANTAGE Miles in connection with such offer. [***] not later than two (2) Business Days after American's receipt of such request. [***] Effective upon not less than ninety (90) days prior written notice by American to Participant, [***] American. For informational purposes, American hereby discloses to Participant that [***] Except for special limited-time promotions, Netcentives Points will be exchangeable for AADVANTAGE Miles at a ratio not less favorable to the Member than the exchange ratio applicable to Frequent Flyer Points offered by any other airline participating as a Frequent Flyer Point award supplier ("FFP Supplier") in the Netcentives Program, but in any event not less than a ratio of one (1) AADVANTAGE Mile for each one (1) Netcentives Point. ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Participant shall maintain a database of Netcentives Points earned and redeemed by Sponsors' customers. Participant shall maintain a web site where Sponsors, customers can check on the status of their Netcentives Points account and redeem Netcentives Points for awards. Participant will not offer as an award under the Netcentives Program any tour package in which any air travel component thereof is supplied by an air carrier other than a FFP Supplier. Except for special limited-time promotions, Participant will at all times remain neutral in communicating the availability of Frequent Flyer Point awards on Participant's web site, advertising and press releases so that in no instance is American treated less favorably than any other FFP Supplier and will ensure that Sponsors are similarly bound under their Sponsor Contracts.
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Program Content. Participant will carry out a --------------- promotional program that includes the following key elements (such promotional program is hereinafter referred to as the "Netcentives Program"). Participant will enter into contracts ("Sponsor Contracts") with manufacturers, wholesalers, retailers and service providers ("Sponsors") under which Sponsors will be entitled to purchase from Participant and provide credits or points ("Netcentives Points") to such Sponsors' customers solely in connection with offers appearing on the Internet and online services. [***] Each offer shall be subject to American's prior written approval unless Netcentives Points will not be exchangeable for AADVANTAGE Miles in connection with such offer. [***] Requests for approval of offers shall be submitted by Participant to American in the form of Attachment 3. American shall use its reasonable best efforts to respond to a ------------ request for offer approval not later than two (2) Business Days after American's receipt of such request. [***] American's approval of an offer shall not be unreasonably withheld. Effective upon not less than ninety (90) days prior written notice by American to Participant, [***] Netcentives Points will not be exchangeable for AADVANTAGE Miles in connection with offers previously approved by American. For informational purposes, American hereby discloses to Participant that [***] American presently has exclusive AADVANTAGE Participant relationships in the following product/service categories such that, without American's prior written consent, no Netcentives Points may be redeemed for AADVANTAGE Miles with any participant offer in these categories: use of a credit card, real estate transactions, mortgage financing or refinancing, dining, floral purchases, long distance/local telephone service, paging services and prepaid calling cards. If Participant wishes to have an offer that conflicts with these exclusive AADVANTAGE Participant relationships, or that is an offer that has not been approved by American, Participant may do so, but must restrict the Netcentives Points earned from that offer from being redeemed for AADVANTAGE Miles, unless prior written approval is received from American. Except for special limited-time promotions, Netcentives Points will be exchangeable for AADVANTAGE Miles at a ratio not less favorable to the Member than the exchange ratio applicable to Frequent Flyer Points offered by any other airline participating as a Frequent Flyer Point award supplier ("FFP Supplier") in the Netcentives Program, but in any event not less than a ratio of one (1) AADVANTAGE Mile for each one (1) Netcentives Point. ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Participant shall maintain a database of Netcentives Points earned and redeemed by Sponsors' customers. Participant shall maintain a web site where Sponsors, customers can check on the status of their Netcentives Points account and redeem Netcentives Points for awards. Participant will not offer as an award under the Netcentives Program any tour package in which any air travel component thereof is supplied by an air carrier other than a FFP Supplier. Except for special limited-time promotions, Participant will at all times remain neutral in communicating the availability of Frequent Flyer Point awards on Participant's web site, advertising and press releases so that in no instance is American treated less favorably than any other FFP Supplier and will ensure that Sponsors are similarly bound under their Sponsor Contracts.
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