Promotion Distribution and Marketing. 1.1. AOL Promotion of Co-Branded Site. AOL will provide Onvia with the -------------------------------- promotions for the Co-Branded Site described on Exhibit A attached hereto (however, the parties recognize that AOL does not have the authority to bind AOL Canada, and carriage thereon is subject to AOL Canada's agreement, provided that AOL will use commercially reasonable efforts to enter into an agreement with AOL Canada before Onvia's carriage thereon is scheduled to begin, and if such an agreement cannot be entered into, AOL will provide Onvia comparable promotional placements in appropriate alternative areas of the AOL Network). Subject to Onvia's approval not to be unreasonably withheld, AOL will have the right to fulfill its promotional commitments with respect to any of the foregoing by providing Onvia comparable promotional placements in appropriate alternative areas of the AOL Network. In addition, if AOL is unable to deliver any particular Promotion, AOL will work with Onvia to provide Onvia a mutually agreed comparable promotional placement, which if so provided shall constitute Onvia's sole remedy. If the Parties cannot mutually agree on a comparable placement despite good faith efforts to do so, then the Parties will attempt to resolve any disagreement in accordance with the provisions of Section 7 hereof. AOL reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the AOL Network at any time. In the event such redesigns or modifications materially and adversely affect any specific Promotion, AOL will work with Onvia to provide Onvia a comparable promotional placement as soon as is commercially reasonable, and if so provided such comparable placement shall constitute Onvia's sole remedy. Notwithstanding anything to the contrary herein, with respect to any Integrated Impressions set forth on Exhibit A, the Parties expressly acknowledge and agree that any reference anywhere herein to `comparable placements' for such Integrated Impressions shall be calculated at a [* * *] rate.
Promotion Distribution and Marketing. 1.1. AOL Promotion of Co-Branded Site. AOL will provide DigitalWork with the promotions for the Co-Branded Site described on Exhibit A attached hereto. Subject to DigitalWork's reasonable approval, AOL will have the right to fulfill its promotional commitments with respect to any of the foregoing by providing DigitalWork comparable promotional placements in appropriate alternative areas of the AOL Network. In addition, if AOL is unable to deliver any particular Promotion, AOL will work with DigitalWork to provide DigitalWork, as its sole remedy, a comparable promotional placement. AOL reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the AOL Network at any time. In the event such modifications materially and adversely affect any specific Promotion, AOL will work with DigitalWork to provide DigitalWork, as its sole remedy, a comparable promotional placement.
Promotion Distribution and Marketing. 1.1. AOL PROMOTION OF AFFILIATED 1-800-FLOWERS SITE. AOL will provide 1-800-Flowers with the promotions on XXX.xxx for the Affiliated 1-800-Flowers Site which are described on Exhibit A (the "Promotions"). AOL reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the AOL Network at any time. In the event such modifications materially and adversely affect any specific Promotion, AOL will work with 1-800-Flowers to provide 1-800-Flowers, as its sole remedy, a comparable promotional placement (i.e., placement which is no less valuable than the Promotion being replaced).
Promotion Distribution and Marketing. 1.1 AOL PROMOTION OF AFFILIATED MP SITE; FLEXIBILITY OF PROMOTIONS. AOL shall provide MP with the promotions for the AOL Jump Pages and the Affiliated MP Site described on Exhibit A attached hereto (collectively referred to herein as the "Promotions"). AOL reserves the right (at its sole discretion) to (i) substitute for the Promotions to be delivered in a particular Level other promotions (in the same Level) in the same or different areas of the AOL Properties, and (ii) (x) substitute Impressions in one Level for those in another Level at an exchange ratio equal to the ratio of the respective CPM rates listed in Exhibit A for each Level (e.g., one Level I Impression can be substituted for the number of Level II Impressions that is calculated by dividing the CPM for Level I by the CPM for Level II). In addition, AOL reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the AOL Network at any time.
Promotion Distribution and Marketing. 1.1. AOL Promotion of Affiliated B&N Site. As described more fully herein, AOL shall provide B&N with promotions through the AOL Network for the Affiliated B&N Site (the "Promotions"). The Promotions shall be generally in accordance with the Carriage Plan and other materials attached hereto as Exhibit G, subject to changes therein in AOL's reasonable editorial discretion which are (i) consistent with the mutual objectives, intentions and relationships of the Parties as set forth in this Agreement and (ii) designed to satisfy the sales and Impression thresholds and Level requirements set forth in this Agreement. Specific placements for Promotions will include an "Anchor Tenant" position within the *** integrated links to the Affiliated B&N Site from within the ***, and a placement during at *** of the aggregate Impressions each *** made on the ***. AOL reserves the right to redesign or modify the organization, structure, "look and feel," navigation, practices and other elements of the AOL Service at any time, provided that, if such redesign or modification materially and adversely affects the effectiveness of the Promotions in selling Products, AOL will provide the Promotions with comparable promotional placement to that existing during the Initial Term prior to such redesign or modification, reasonably satisfactory to B&N.
Promotion Distribution and Marketing. 1.1. AOL Promotion of ICP Areas. AOL will provide ICP with the Promotions -------------------------- described on Exhibit A. Subject to ICP's reasonable approval, AOL will have the right to fulfill its promotional commitments with respect to any of the Promotions by providing ICP comparable promotional placements in appropriate alternative areas of the AOL Network. In addition, if AOL is unable to deliver any particular Promotion, AOL will work with ICP to provide ICP, as its sole remedy, a comparable promotional placement. AOL reserves the right to redesign or modify the organization, structure, Look and Feel, navigation and other elements of any part of the AOL Network at any time, including without limitation, by adding or deleting channels, subchannels and/or screens and/or making fundamental changes to the Look and Feel, navigation or other elements of the portions of the AOL Network through which AOL provides Promotions to ICP. In the event such modifications materially and adversely affect any specific Promotion, AOL will work with ICP to provide ICP, as its sole remedy, a comparable promotional placement. Except to the extent expressly described herein, the exact form, placement, integration and nature of such Promotions shall be determined by AOL in its reasonable editorial discretion.
Promotion Distribution and Marketing. 1.1. AOL Promotion of Affiliated IL Site. AOL will provide IL with the ---- ----------------------------------- online promotions for the Affiliated IL Site which are listed on the "Initial Promotional Plan" attached hereto as Exhibit H (the "Promotions"). Subject to IL's reasonable approval, AOL will have the right to fulfill its promotional commitments with respect to any of the foregoing by providing IL mutually agreeable comparable promotional placements in alternative areas of the AOL Network. In addition, if AOL is unable to deliver any particular Promotion, AOL will work with IL to provide IL, as its sole remedy, a mutually agreeable comparable promotional placement. AOL reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the AOL Service at any time. In the event such modifications materially and adversely affect any specific Promotion, AOL will work with IL to provide IL, as its sole remedy, a mutually agreeable comparable promotional placement. The Parties will meet quarterly to review the Initial Promotional Plan, and, if requested by IL, to mutually agree upon reallocation of certain Impressions within the promotional areas listed in Exhibit H (each, a "Promotional Area") and within new areas created by AOL (so long as AOL provides IL with reasonable prior notice of such new areas). The new placements will be provided based on AOL's then-current advertising rate card and will have total value equal to (a) the number of Impressions to be reallocated divided by [Confidential Information filed separately with the SEC] Impressions times (b) [Confidential Information filed separately with the SEC]. Reallocations pursuant to the foregoing will be subject to Impressions availability, and the cumulative number of reallocated Impressions in any year will not exceed [Confidential Information filed separately with the SEC] of the number of Impressions owed to IL for the remainder of such year.
Promotion Distribution and Marketing. 1.1 AOL Promotion of the Affiliated MP Sites. ----------------------------------------
Promotion Distribution and Marketing. 1.1. AOL PROMOTION OF AFFILIATED 1-800-FLOWERS SITES. AOL shall provide 1-800-FLOWERS with the promotions for the Affiliated 1-800-FLOWERS Sites described on Exhibit A hereto, which promotions the Parties shall mutually agree upon in writing on or before September 8, 2000 or another date (prior to the Effective Date) mutually agreed upon by the Parties, and attach as Exhibit A. The Parties agree that such promotions described in Exhibit A (the "Carriage Plan") will be designed to support a goal (i.e., not an obligation) of [****] for Year 1 of the Agreement, and the Parties also agree that the Carriage Plans going forward under this Agreement shall have the goal (i.e., not an obligation) of achieving at least [****] during the Initial Term; provided that in any case the Partiesexpressly acknowledge and agree that the ability to reach such goals may be the result of factors within the exclusive control of AOL (only to the extent of AOL's obligations under the Agreement and otherwise within AOL's exclusive control to promote and drive its users to the AOL Properties), 1-800-FLOWERS and/or third parties; and provided, further, that a failure to reach such goals is not a breach of this Agreement by AOL or 1-800-
Promotion Distribution and Marketing
