Common use of Interactive Commerce Clause in Contracts

Interactive Commerce. To the extent ICP directly sells any merchandise directly through the ICP Internet Site and/or ICP Programming, such merchandise shall be subject to (i) the then-current requirements of AOL's merchant certification program, and (ii) AOL's standard terms and conditions applicable to its interactive marketing partners. In the event AOL objects to any products, goods or services directly offered through the ICP Internet Site and/or the ICP Programming, AOL shall notify ICP of those products, goods or services to which AOL objects, and ICP hereby agrees to discontinue offering such products, goods or services directly through the ICP Internet Site and/or the ICP Programming upon receipt of such notice. ICP will take all reasonable steps necessary to conform its promotion and sale of products directly through the ICP Internet Site and ICP Programming (if any) (the "Products") to the then-existing technologies identified by AOL which are optimized for the applicable AOL Property including, without limitation, any "quick checkout" tool which AOL may implement to facilitate purchase of Products by AOL Members directly through the ICP Internet Site. ICP shall not conduct any merchandising directly through the ICP Internet Site or ICP Programming through auctions, clubs or any method other than a direct sales format without AOL's prior written consent. ICP will provide AOL with a monthly report in a mutually agreed upon format to be delivered to AOL in an automated manner, detailing the sales activity during such period. To the extent applicable, such sales reports shall contain information substantially similar to the following (and any other information reasonably required for measuring revenue activity by ICP through the ICP Internet Site(s) or reasonably requested by AOL): (i) summary sales information by day (date, number of Products, number of orders, total Transaction Revenues); and (ii) detailed sales information (order date/timestamp (if technically feasible), purchaser name and screen-name, SKU or Product description). Further, to the extent ICP directly sells any merchandise through the ICP Internet Site and/or ICP Programming that is similar to merchandise sold directly on the Consumer Versions, ICP will generally promote through the ICP Internet Site any special or promotional offers for such merchandise made available by or on behalf of ICP through the Consumer Versions or any other distribution channel targeted at consumers. In addition, if ICP directly sells any merchandise through the ICP Internet Site or the ICP Programming, ICP shall promote through the ICP Internet Site on a regular and consistent basis special offers exclusively available to AOL Members ("AOL EXCLUSIVE OFFERS"). ICP shall, at all applicable times, feature at least one AOL Exclusive Offer for AOL Members (except as otherwise mutually agreed upon by the Parties). The AOL Exclusive Offer made available by ICP shall provide a substantial member benefit to AOL Members, either by virtue of a meaningful price discount, product enhancement, unique service benefit or other special feature. ICP will provide AOL with reasonable prior notice of AOL Exclusive Offers and other special offers so that AOL can, in its editorial discretion, market the availability of such offers.

Interactive Commerce. To the extent ICP directly sells any merchandise directly -------------------- merchandising through the ICP Internet Site and/or ICP Programming, such merchandise merchandising shall be subject to (i) the then-current requirements of AOL's merchant certification program, and (ii) AOL's standard terms and conditions applicable to its interactive marketing partners. partners In the event AOL objects to any products, goods or services directly offered through thought the ICP Internet Site and/or the ICP Programming, AOL shall notify ICP of those products, goods or services to which AOL objects, and ICP hereby agrees to discontinue offering such products, goods or services directly through the ICP Internet Site and/or the ICP Programming upon receipt of such notice. ICP will take all reasonable steps necessary to conform its promotion and sale of products directly Products through the ICP Internet Site and ICP Programming (if any) (the "Products") to the then-then- existing technologies identified by AOL which are optimized for the applicable AOL Property including, without limitation, any "quick checkout" tool which AOL may implement to facilitate purchase of Products by AOL Members directly through the ICP Internet Site. ICP shall not conduct any merchandising directly through the ICP Internet Site or ICP Programming through auctions, clubs or any method other than a direct sales format without AOL's prior written consent. ICP will provide AOL with a monthly report in a mutually agreed upon format to be delivered to AOL in an automated manner, detailing the sales activity during such period. To the extent applicable, such These sales reports shall contain information substantially similar to the following (and any other information reasonably required for measuring revenue activity by ICP through the ICP Internet Site(s) or reasonably requested by AOL): (i) summary sales information by day (date, number of Products, number of orders, total Transaction Revenues); and (ii) detailed sales information (order date/timestamp (if technically feasible), purchaser name and screen-name, SKU or Product description). Further, to the extent ICP directly sells any merchandise through the ICP Internet Site and/or ICP Programming that is similar to merchandise sold directly on the Consumer Versions, ICP will generally promote through the ICP Internet Site any special or promotional offers for such merchandise made available by or on behalf of ICP through the Consumer Versions any ICP Interactive Site or any other distribution channel targeted at consumerschannel. In addition, if ICP directly sells any merchandise through the ICP Internet Site or the ICP Programming, ICP shall promote through the ICP Internet Site on a regular and consistent basis special offers exclusively available to AOL Members ("AOL EXCLUSIVE OFFERSExclusive Offers"). ICP shall, at all applicable times, feature at least one AOL Exclusive Offer for AOL Members (except as otherwise mutually agreed upon by the Parties). The AOL Exclusive Offer made available by ICP shall provide a substantial member benefit to AOL Members, either by virtue of a meaningful price discount, product enhancement, unique service benefit or other special feature. ICP will provide AOL with reasonable prior notice of AOL Exclusive Offers and other special offers so that AOL can, in its editorial discretion, market the availability of such offers.

Interactive Commerce. To the extent ICP directly sells any merchandise directly through the ICP Internet Site and/or ICP Programmingdesires to offer, sell or license Products, such merchandise merchandising shall be subject to (i) the then-terms of this Agreement, (ii) the requirements posted at keyword "Marketplace Policy" on the America Online brand service (or such other keyword as AOL may designate during the Term), (iii) approval by AOL of all categories of Products to be offered, (iv) the payment to AOL of [*] of all Transaction Revenues for Premium Information Products, Sports Entertainment Products and Memorabilia Products and [*] of Transaction Revenues for all other Products, (v) the then- current requirements of AOL's merchant certification program, (vi) ICP implementing sufficient procedures to protect the security of all merchandising on a Linked ICP [*] Portions have been omitted pursuant to a confidential treatment request. Interactive Site (i.e., ICP shall as of the Effective Date use 40-bit SSL technology and, if requested by AOL upon thirty (30) days notice thereof to ICP, 128-bit SSL), and (iivii) AOL's standard terms and conditions applicable to its interactive marketing partners. In the event AOL objects to any products, goods or services directly offered through the requirement that ICP Internet Site and/or the ICP Programming, AOL shall notify ICP of those products, goods or services to which AOL objects, and ICP hereby agrees to discontinue offering such products, goods or services directly through the ICP Internet Site and/or the ICP Programming upon receipt of such notice. ICP will take all reasonable steps necessary to conform its promotion and sale of products directly Products through the a Linked ICP Internet Interactive Site and ICP Programming (if any) (the "Products") to the then-existing technologies identified by AOL which are optimized for the applicable AOL Property Service including, without limitation, any "quick checkout" tool which AOL may implement to facilitate purchase of Products by AOL Members directly through the ICP Internet SiteLinked Interactive upon thirty (30) days notice thereof to ICP. ICP shall not conduct any merchandising directly through For purposes of subsection (iii) above, AOL hereby approves the ICP Internet Site or ICP Programming through auctionscategories of products set forth in Exhibit I, clubs or any method other than a direct sales format without subject to AOL's prior written consent. ICP will provide right to withdraw its approval of any category of Product which violates AOL's exclusivity or preferential contractual commitments as specified in Exhibit I. If, in accordance with Section 1.3.1, AOL with approves a monthly report in link from the Online Area to a mutually agreed upon format to be delivered to AOL in an automated manner, detailing the sales activity during such period. To the extent applicable, such sales reports shall contain information substantially similar to the following (and any other information reasonably required for measuring revenue activity by ICP through the ICP Internet Site(s) or reasonably requested by AOL): (i) summary sales information by day (date, number of Products, number of orders, total Transaction Revenues); and (ii) detailed sales information (order date/timestamp (if technically feasible), purchaser name and screen-name, SKU or Product description). Further, to the extent ICP directly sells any merchandise through the ICP Internet Site and/or ICP Programming that is similar to merchandise sold directly site on the Consumer VersionsWorld Wide Web portion of the Internet where Products are sold, ICP will generally promote through the ICP Internet Site any special or promotional offers and AOL shall agree upon an appropriate revenue share for such merchandise made available by or on behalf sales of ICP through the Consumer Versions or any other distribution channel targeted at consumers. In addition, if ICP directly sells any merchandise through the ICP Internet Site or the ICP Programming, ICP shall promote through the ICP Internet Site on a regular and consistent basis special offers exclusively available Products to AOL Members ("at such site. Until such time as an agreement is reached, AOL EXCLUSIVE OFFERS")shall be entitled to [*] of all Transaction Revenues generated from such site. ICP shall, at all applicable times, feature at least one AOL Exclusive Offer for AOL Members (except as otherwise mutually agreed upon by the Parties)Third parties shall not be authorized or permitted to sell Products. The AOL Exclusive Offer made available by preceding sentence shall not prevent ICP shall provide a substantial member benefit to AOL Members, either by virtue of a meaningful price discount, product enhancement, unique service benefit from selling Products it buys or other special feature. ICP will provide AOL with reasonable prior notice of AOL Exclusive Offers and other special offers so that AOL can, in its editorial discretion, market the availability of such offerslicenses from third parties.