Common use of Content of Promotions Clause in Contracts

Content of Promotions. The Promotions will link only to the Co- --------------------- Branded Entry Page and will promote only the Exclusive Product and not more than [***] percent ([***]%) of the Promotions each year shall promote MP Products other than everyday grocery products and services. The specific MP Content to be contained within the Promotions described in this Agreement (the "Promo Content") will be determined by MP, subject to AOL's technical limitations, the terms of this Agreement and AOL's then-applicable policies relating to advertising and promotions (the "Ad Policies"); provided, however, that MP shall have ninety (90) days from written notice of any new Ad Policy to comply and provided, further that if MP's compliance with such new Ad Policy is not technically feasible or commercially reasonable, AOL shall either waive such new Ad Policy for MP or provide MP with an equitable remedy to alleviate the effect of such new Ad Policy. In the event that the Parties are unable to agree on an equitable remedy, the matter shall be "[***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]" submitted to the Management Committee for resolution in accordance with dispute resolution procedures set forth in Section 7 of this Agreement. MP will submit in advance to AOL for its review a quarterly online marketing plan with respect to the Affiliated MP Site. The Parties will meet in person or by telephone at least monthly to review operations and performance hereunder, including a review of the Promo Content to ensure that it is designed to maximize performance. MP will periodically update the Promo Content. Except to the extent expressly described herein, the specific form, placement, duration and nature of the Promotions will be as determined by AOL in its reasonable editorial discretion (consistent with the editorial composition of the applicable screens). Either Party may invoke the dispute resolution procedures of Section 7 in the event that the requirements of this Section 1.3 materially adversely affect the rights of such Party under this Agreement.

Content of Promotions. The Promotions will link only to the Co- Co-Branded --------------------- Branded Entry Page Sites and will promote only the Exclusive Product and not more than [***] percent ([***]%) SmartAge Products described on Exhibit D, as such Exhibit may be amended from time to time to the extent mutually agreed by the Parties in writing; provided, however, that until the Co-Branded Sites are built in accordance with the terms of this Agreement the Promotions each year shall promote MP Products other than everyday grocery products may instead link to the SmartAge Standard Site as set forth in Section 2.1 below (and servicessuch Promotions will be counted towards the Impressions Commitment). The specific MP SmartAge Content to be contained within the Promotions described in this Agreement Exhibit A (the "Promo Content") will be subject to the restrictions set forth in Exhibit D hereto and otherwise will be determined by MPSmartAge (provided, however, that the Promo Content must pertain to the Content of the Co-Branded Site to which the relevant Promotion links (i.e., Promotions linking to the Co-Branded Corner Office must only have Promo Content relating to the Content therein, and Promotions linking to the Co-Branded Primary Site must only have Promo Content relating to the Content therein)), subject to AOL's technical limitations, the terms of this Agreement and AOL's then-generally- applicable policies relating to advertising and promotions (the "Ad Policies"); provided, however, that MP shall have ninety (90) days from written notice of any new Ad Policy to comply and provided, further provided that if MP's compliance with such new Ad Policy a generally applicable policy is not technically feasible or commercially reasonabledeveloped and implemented by AOL after the Effective Date hereof which deprives SmartAge of a material benefit which it reasonably expected to receive under this Agreement, AOL shall either waive such new Ad Policy for MP or provide MP with an equitable remedy to alleviate the effect of such new Ad Policy. In the event that the Parties are unable will work in good faith to determine whether there is a comparable benefit which is commercially reasonable for AOL to provide, and if the Parties cannot so agree on an equitable remedya comparable benefit, they will resolve such a dispute via the matter shall be "[***] CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]" submitted to the Management Committee for resolution in accordance with dispute resolution procedures set forth in Section 7 hereof). The determination of this Agreementwhich Promotions will link to the Co-Branded Primary Site and which shall link to the Co-Branded Corner Office shall be made by AOL in its reasonable discretion in consultation with SmartAge, provided, however, that any and all links from the AOL Dashboards described in Exhibit D hereto shall link to the Co-Branded Corner Office only. MP SmartAge will submit in advance to AOL for its review a quarterly online marketing plan with respect to the Affiliated MP SiteCo-Branded Sites. The Parties will meet in person or by telephone at least monthly to review operations and performance hereunder, including a review of the Promo Content to ensure that it is designed to maximize performance. MP SmartAge will periodically reasonably and *** CONFIDENTIAL MATERIAL REDACTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. consistently update the Promo ContentContent (i.e., to maximize the effectiveness of the Promotions). Except to the extent expressly described hereinherein and in Exhibit A, the specific form, placement, duration and nature of the Promotions will be as determined by AOL in its reasonable editorial discretion (consistent with the editorial composition of the applicable screens). Either Party may invoke the dispute resolution procedures of Section 7 in the event that the requirements of this Section 1.3 materially adversely affect the rights of such Party under this Agreement.