Common use of Promotion Distribution and Marketing Clause in Contracts

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. Subject to 1-800-FLOWERS' approval (which shall not be unreasonably withheld), AOL shall have the right to fulfill its promotional commitments with respect to any of the foregoing promotions by providing 1-800-FLOWERS with comparable promotional placements in appropriate alternative areas of the same AOL Properties; PROVIDED, HOWEVER, that unless otherwise agreed upon by the Parties, any such comparable promotional placements shall be within the same Tier as the promotions for which such comparable promotional placements are being substituted. In addition, if AOL is unable to deliver any particular promotion, AOL shall work with 1-800-FLOWERS to provide 1-800-FLOWERS, as its sole remedy, with a comparable promotional placement (i.e., a placement which is not less valuable, in terms of the applicable CPM, than the promotion being replaced) within the same Tier (as described on Exhibit A to this Agreement). 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 shall work with 1-800-FLOWERS to provide 1-800-FLOWERS, as its sole remedy, a comparable promotional placement in the same Tier as the promotion being replaced. The promotions described on Exhibit A and any comparable promotions provided herein shall be referred to as the "Promotions." On a periodic basis (but in no event less than quarterly), the Parties shall review and modify, as applicable, the promotional plan for the Promotions in a continuing effort to have a current and effective promotional plan. In addition, in order to expand 1-800-FLOWERS' exposure on the AOL Network beyond the AOL-Controlled Areas, (i) AOL shall use commercially reasonable efforts to assist 1-800-FLOWERS in establishing promotional, marketing, advertising and/or distribution relationships with AOL's Content providers to permit 1-800-FLOWERS to be the provider to or through such entities of the Products described on Exhibit D hereto and (ii) the Parties shall work together in good faith to approach other entities (e.g., those entities in which AOL has an ownership interest) to promote, market and distribute the Products set forth on Exhibit D through such entities (the activities in clauses (i) and (ii) above, collectively, the "Promotional Activities"); PROVIDED, HOWEVER, that 1-800-FLOWERS shall have no obligation to enter into any such contractual arrangement. With respect to the Promotional Activities that result in a contractual relationship between 1-800-FLOWERS and any third party, AOL shall be entitled to receive a negotiated percentage (as agreed upon in good faith by the Parties) of the gross revenues (as defined in any such contract) and up-front payments (if any) made pursuant to any such arrangement. 1-800-FLOWERS hereby acknowledges and agrees that AOL does not guarantee that (x) any of the entities to be approached under this Section 1.1 will agree to enter into a contractual arrangement with 1-800-FLOWERS and/or (y) the terms and conditions of any such contractual arrangement into which any such entity may agree to enter will resemble in any respect the terms and conditions of this Agreement (including, without limitation, the promotion and exclusivity provisions hereof).

Promotion Distribution and Marketing. 1.1Promotion of Co-Branded Site. AOL PROMOTION OF AFFILIATED 1-800-FLOWERS SITES. AOL shall will provide 1-800-FLOWERS Onvia with the promotions for the Affiliated 1Co-800-FLOWERS Sites Branded Site described on Exhibit A heretoattached 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 1-800-FLOWERS' Onvia's approval (which shall not to be unreasonably withheld), AOL shall will have the right to fulfill its promotional commitments with respect to any of the foregoing promotions by providing 1-800-FLOWERS with Onvia comparable promotional placements in appropriate alternative areas of the same AOL Properties; PROVIDED, HOWEVER, that unless otherwise agreed upon by the Parties, any such comparable promotional placements shall be within the same Tier as the promotions for which such comparable promotional placements are being substitutedNetwork. In addition, if AOL is unable to deliver any particular promotionPromotion, AOL shall will work with 1-800-FLOWERS Onvia to provide 1-800-FLOWERSOnvia a mutually agreed comparable promotional placement, as its which if so provided shall constitute Onvia's sole remedy, with . If the Parties cannot mutually agree on a comparable promotional placement (i.e.despite good faith efforts to do so, a placement which is not less valuable, then the Parties will attempt to resolve any disagreement in terms accordance with the provisions of the applicable CPM, than the promotion being replaced) within the same Tier (as described on Exhibit A to this Agreement)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 promotionPromotion, AOL shall will work with 1-800-FLOWERS Onvia to provide 1-800-FLOWERS, as its sole remedy, Onvia a comparable promotional placement in as soon as is commercially reasonable, and if so provided such comparable placement shall constitute Onvia's sole remedy. Notwithstanding anything to the same Tier as the promotion being replaced. The promotions described on Exhibit A and contrary herein, with respect to any comparable promotions provided herein shall be referred to as the "Promotions." On a periodic basis (but in no event less than quarterly), the Parties shall review and modify, as applicable, the promotional plan for the Promotions in a continuing effort to have a current and effective promotional plan. In addition, in order to expand 1-800-FLOWERS' exposure on the AOL Network beyond the AOL-Controlled Areas, (i) AOL shall use commercially reasonable efforts to assist 1-800-FLOWERS in establishing promotional, marketing, advertising and/or distribution relationships with AOL's Content providers to permit 1-800-FLOWERS to be the provider to or through such entities of the Products described on Exhibit D hereto and (ii) the Parties shall work together in good faith to approach other entities (e.g., those entities in which AOL has an ownership interest) to promote, market and distribute the Products Integrated Impressions set forth on Exhibit D through such entities (the activities in clauses (i) and (ii) above, collectivelyA, the "Promotional Activities"); PROVIDED, HOWEVER, Parties expressly acknowledge and agree that 1-800-FLOWERS shall have no obligation any reference anywhere herein to enter into any 'comparable placements' for such contractual arrangement. With respect to the Promotional Activities that result in a contractual relationship between 1-800-FLOWERS and any third party, AOL Integrated Impressions shall be entitled to receive calculated at a negotiated percentage (as agreed upon in good faith by the Parties) of the gross revenues (as defined in any such contract) and up-front payments (if any) made pursuant to any such arrangement. 1-800-FLOWERS hereby acknowledges and agrees that AOL does not guarantee that (x) any of the entities to be approached under this Section 1.1 will agree to enter into a contractual arrangement with 1-800-FLOWERS and/or (y) the terms and conditions of any such contractual arrangement into which any such entity may agree to enter will resemble in any respect the terms and conditions of this Agreement (including, without limitation, the promotion and exclusivity provisions hereof)[* * *] rate.

Promotion Distribution and Marketing. 1.1Promotion of Affiliated IL Site. AOL PROMOTION OF AFFILIATED 1-800-FLOWERS SITES. AOL shall will provide 1-800-FLOWERS IL with the ---- ----------------------------------- online promotions for the Affiliated 1-800-FLOWERS Sites described IL Site which are listed on the "Initial Promotional Plan" attached hereto as Exhibit A heretoH (the "Promotions"). Subject to 1-800-FLOWERS' approval (which shall not be unreasonably withheld)IL's reasonable approval, AOL shall will have the right to fulfill its promotional commitments with respect to any of the foregoing promotions by providing 1-800-FLOWERS with IL mutually agreeable comparable promotional placements in appropriate alternative areas of the same AOL Properties; PROVIDED, HOWEVER, that unless otherwise agreed upon by the Parties, any such comparable promotional placements shall be within the same Tier as the promotions for which such comparable promotional placements are being substitutedNetwork. In addition, if AOL is unable to deliver any particular promotionPromotion, AOL shall will work with 1-800-FLOWERS IL to provide 1-800-FLOWERSIL, as its sole remedy, with a mutually agreeable comparable promotional placement (i.e., a placement which is not less valuable, in terms of the applicable CPM, than the promotion being replaced) within the same Tier (as described on Exhibit A to this Agreement)placement. AOL reserves the right to redesign or modify the organization, structure, "look and feel," navigation and other elements of the AOL Network Service at any time. In the event such modifications materially and adversely affect any specific promotionPromotion, AOL shall will work with 1-800-FLOWERS IL to provide 1-800-FLOWERSIL, as its sole remedy, a mutually agreeable comparable promotional placement in the same Tier as the promotion being replacedplacement. The promotions described on Exhibit A and any comparable promotions provided herein shall be referred Parties will meet quarterly to as review the "Promotions." On a periodic basis (but in no event less than quarterly)Initial Promotional Plan, the Parties shall review and modifyand, as applicableif requested by IL, to mutually agree upon reallocation of certain Impressions within the promotional plan 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 Promotions in a continuing effort to have a current and effective promotional plan. In addition, in order to expand 1-800-FLOWERS' exposure on the AOL Network beyond the AOL-Controlled Areas, (i) AOL shall use commercially reasonable efforts to assist 1-800-FLOWERS in establishing promotional, marketing, advertising and/or distribution relationships with AOL's Content providers to permit 1-800-FLOWERS to be the provider to or through remainder of such entities of the Products described on Exhibit D hereto and (ii) the Parties shall work together in good faith to approach other entities (e.g., those entities in which AOL has an ownership interest) to promote, market and distribute the Products set forth on Exhibit D through such entities (the activities in clauses (i) and (ii) above, collectively, the "Promotional Activities"); PROVIDED, HOWEVER, that 1-800-FLOWERS shall have no obligation to enter into any such contractual arrangement. With respect to the Promotional Activities that result in a contractual relationship between 1-800-FLOWERS and any third party, AOL shall be entitled to receive a negotiated percentage (as agreed upon in good faith by the Parties) of the gross revenues (as defined in any such contract) and up-front payments (if any) made pursuant to any such arrangement. 1-800-FLOWERS hereby acknowledges and agrees that AOL does not guarantee that (x) any of the entities to be approached under this Section 1.1 will agree to enter into a contractual arrangement with 1-800-FLOWERS and/or (y) the terms and conditions of any such contractual arrangement into which any such entity may agree to enter will resemble in any respect the terms and conditions of this Agreement (including, without limitation, the promotion and exclusivity provisions hereof)year.

Promotion Distribution and Marketing. 1.1Promotion of Co-Branded Site. AOL PROMOTION OF AFFILIATED 1-800-FLOWERS SITES. AOL shall will provide 1-800-FLOWERS Onvia with the promotions for the Affiliated 1Co-800-FLOWERS Sites Branded Site described on Exhibit A heretoattached 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 1-800-FLOWERS' Onvia's approval (which shall not to be unreasonably withheld), AOL shall will have the right to fulfill its promotional commitments with respect to any of the foregoing promotions by providing 1-800-FLOWERS with Onvia comparable promotional placements in appropriate alternative areas of the same AOL Properties; PROVIDED, HOWEVER, that unless otherwise agreed upon by the Parties, any such comparable promotional placements shall be within the same Tier as the promotions for which such comparable promotional placements are being substitutedNetwork. In addition, if AOL is unable to deliver any particular promotionPromotion, AOL shall will work with 1-800-FLOWERS Onvia to provide 1-800-FLOWERSOnvia a mutually agreed comparable promotional placement, as its which if so provided shall constitute Onvia's sole remedy, with . If the Parties cannot mutually agree on a comparable promotional placement (i.e.despite good faith efforts to do so, a placement which is not less valuable, then the Parties will attempt to resolve any disagreement in terms accordance with the provisions of the applicable CPM, than the promotion being replaced) within the same Tier (as described on Exhibit A to this Agreement)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 promotionPromotion, AOL shall will work with 1-800-FLOWERS Onvia to provide 1-800-FLOWERS, as its sole remedy, Onvia a comparable promotional placement in as soon as is commercially reasonable, and if so provided such comparable placement shall constitute Onvia's sole remedy. Notwithstanding anything to the same Tier as the promotion being replaced. The promotions described on Exhibit A and contrary herein, with respect to any comparable promotions provided herein shall be referred to as the "Promotions." On a periodic basis (but in no event less than quarterly), the Parties shall review and modify, as applicable, the promotional plan for the Promotions in a continuing effort to have a current and effective promotional plan. In addition, in order to expand 1-800-FLOWERS' exposure on the AOL Network beyond the AOL-Controlled Areas, (i) AOL shall use commercially reasonable efforts to assist 1-800-FLOWERS in establishing promotional, marketing, advertising and/or distribution relationships with AOL's Content providers to permit 1-800-FLOWERS to be the provider to or through such entities of the Products described on Exhibit D hereto and (ii) the Parties shall work together in good faith to approach other entities (e.g., those entities in which AOL has an ownership interest) to promote, market and distribute the Products Integrated Impressions set forth on Exhibit D through such entities (the activities in clauses (i) and (ii) above, collectivelyA, the "Promotional Activities"); PROVIDED, HOWEVER, Parties expressly acknowledge and agree that 1-800-FLOWERS shall have no obligation any reference anywhere herein to enter into any `comparable placements' for such contractual arrangement. With respect to the Promotional Activities that result in a contractual relationship between 1-800-FLOWERS and any third party, AOL Integrated Impressions shall be entitled to receive calculated at a negotiated percentage (as agreed upon in good faith by the Parties) of the gross revenues (as defined in any such contract) and up-front payments (if any) made pursuant to any such arrangement. 1-800-FLOWERS hereby acknowledges and agrees that AOL does not guarantee that (x) any of the entities to be approached under this Section 1.1 will agree to enter into a contractual arrangement with 1-800-FLOWERS and/or (y) the terms and conditions of any such contractual arrangement into which any such entity may agree to enter will resemble in any respect the terms and conditions of this Agreement (including, without limitation, the promotion and exclusivity provisions hereof)[* * *] rate.

Promotion Distribution and Marketing. 1.1Promotion of Co-Branded Site. AOL PROMOTION OF AFFILIATED 1-800-FLOWERS SITES. AOL shall will provide 1-800-FLOWERS Onvia with the -------------------------------- promotions for the Affiliated 1Co-800-FLOWERS Sites Branded Site described on Exhibit A heretoattached 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 1-800-FLOWERS' Onvia's approval (which shall not to be unreasonably withheld), AOL shall will have the right to fulfill its promotional commitments with respect to any of the foregoing promotions by providing 1-800-FLOWERS with Onvia comparable promotional placements in appropriate alternative areas of the same AOL Properties; PROVIDED, HOWEVER, that unless otherwise agreed upon by the Parties, any such comparable promotional placements shall be within the same Tier as the promotions for which such comparable promotional placements are being substitutedNetwork. In addition, if AOL is unable to deliver any particular promotionPromotion, AOL shall will work with 1-800-FLOWERS Onvia to provide 1-800-FLOWERSOnvia a mutually agreed comparable promotional placement, as its which if so provided shall constitute Onvia's sole remedy, with . If the Parties cannot mutually agree on a comparable promotional placement (i.e.despite good faith efforts to do so, a placement which is not less valuable, then the Parties will attempt to resolve any disagreement in terms accordance with the provisions of the applicable CPM, than the promotion being replaced) within the same Tier (as described on Exhibit A to this Agreement)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 promotionPromotion, AOL shall will work with 1-800-FLOWERS Onvia to provide 1-800-FLOWERS, as its sole remedy, Onvia a comparable promotional placement in as soon as is commercially reasonable, and if so provided such comparable placement shall constitute Onvia's sole remedy. Notwithstanding anything to the same Tier as the promotion being replaced. The promotions described on Exhibit A and contrary herein, with respect to any comparable promotions provided herein shall be referred to as the "Promotions." On a periodic basis (but in no event less than quarterly), the Parties shall review and modify, as applicable, the promotional plan for the Promotions in a continuing effort to have a current and effective promotional plan. In addition, in order to expand 1-800-FLOWERS' exposure on the AOL Network beyond the AOL-Controlled Areas, (i) AOL shall use commercially reasonable efforts to assist 1-800-FLOWERS in establishing promotional, marketing, advertising and/or distribution relationships with AOL's Content providers to permit 1-800-FLOWERS to be the provider to or through such entities of the Products described on Exhibit D hereto and (ii) the Parties shall work together in good faith to approach other entities (e.g., those entities in which AOL has an ownership interest) to promote, market and distribute the Products Integrated Impressions set forth on Exhibit D through such entities (the activities in clauses (i) and (ii) above, collectivelyA, the "Promotional Activities"); PROVIDED, HOWEVER, Parties expressly acknowledge and agree that 1-800-FLOWERS shall have no obligation any reference anywhere herein to enter into any `comparable placements' for such contractual arrangement. With respect to the Promotional Activities that result in a contractual relationship between 1-800-FLOWERS and any third party, AOL Integrated Impressions shall be entitled to receive calculated at a negotiated percentage (as agreed upon in good faith by the Parties) of the gross revenues (as defined in any such contract) and up-front payments (if any) made pursuant to any such arrangement. 1-800-FLOWERS hereby acknowledges and agrees that AOL does not guarantee that (x) any of the entities to be approached under this Section 1.1 will agree to enter into a contractual arrangement with 1-800-FLOWERS and/or (y) the terms and conditions of any such contractual arrangement into which any such entity may agree to enter will resemble in any respect the terms and conditions of this Agreement (including, without limitation, the promotion and exclusivity provisions hereof)[* * *] rate.

Promotion Distribution and Marketing. 1.1Promotion of Co-Branded Sites. AOL PROMOTION OF AFFILIATED 1-800-FLOWERS SITES. AOL shall will provide 1-800-FLOWERS SmartAge with the --------------------------------- promotions for the Affiliated 1Co-800-FLOWERS Branded Sites described on Exhibit A attached hereto. Subject to 1-800-FLOWERS' approval (which shall not be unreasonably withheld)SmartAge's reasonable approval, AOL shall will have the right to fulfill its promotional commitments with respect to any of the foregoing promotions by providing 1-800-FLOWERS with comparable promotional placements SmartAge Comparable Promotional Placements in appropriate alternative areas of the same AOL Properties; PROVIDED, HOWEVER, that unless otherwise agreed upon by the Parties, any such comparable promotional placements shall be within the same Tier as the promotions for which such comparable promotional placements are being substitutedNetwork. In addition, if AOL is unable to deliver any particular promotionPromotion, AOL shall will work with 1-800-FLOWERS SmartAge to provide 1-800-FLOWERSSmartAge, as its sole remedy, with a comparable promotional placement (i.e., a placement which is not less valuable, in terms of the applicable CPM, than the promotion being replaced) within the same Tier (as described on Exhibit A to this Agreement)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. AOL intends, to the extent practicable and commercially reasonable in light of such factors as AOL's size and standard procedures (e.g., the great number of departments and people responsible for various aspects of AOL's operations, and the fact that different departments are responsible for the design of the AOL Network and the management of the implementation of partners' accounts), to use good faith efforts to notify SmartAge of modifications which appropriate AOL personnel (i.e., those responsible for working with SmartAge to implement the Promotions on a day-to-day basis) know will materially and adversely affect specific Promotions (such notice may be oral or by e-mail (or in other written form) and need not be delivered as contemplated under paragraph 16 of Exhibit G hereto). In the event such modifications in fact materially and adversely affect any specific promotionPromotion, AOL shall will work with 1-800-FLOWERS SmartAge to provide 1-800-FLOWERSSmartAge, as its sole remedy, a comparable promotional placement in the same Tier as the promotion being replacedComparable Promotional Placement. The promotions described on Exhibit A and any comparable promotions provided herein shall be referred to as the "Promotions." On a periodic basis (but in no event less than quarterly)As used herein, the Parties shall review term "Comparable ---------- Promotional Placement" means alternate placements which are reasonably --------------------- and modifymutually agreed to have an overall value comparable to the group of placements they replace, as with such value to be determined based on a variety of factors, to the extent applicable, the promotional plan for the Promotions in a continuing effort to have a current and effective promotional plan. In addition, in order to expand 1-800-FLOWERS' exposure on the AOL Network beyond the AOL-Controlled Areas, (i) AOL shall use commercially reasonable efforts to assist 1-800-FLOWERS in establishing promotional, marketing, advertising and/or distribution relationships with AOL's Content providers to permit 1-800-FLOWERS to be the provider to or through such entities of the Products described on Exhibit D hereto and (ii) the Parties shall work together in good faith to approach other entities (e.g., those entities in which AOL has an ownership interest) to promote, market and distribute the Products set forth on Exhibit D through such entities (the activities in clauses (i) and (ii) above, collectively, the "Promotional Activities"); PROVIDED, HOWEVER, that 1-800-FLOWERS shall have no obligation to enter into any such contractual arrangement. With respect to the Promotional Activities that result in a contractual relationship between 1-800-FLOWERS and any third party, AOL shall be entitled to receive a negotiated percentage (as agreed upon in good faith by the Parties) of the gross revenues (as defined in any such contract) and up-front payments (if any) made pursuant to any such arrangement. 1-800-FLOWERS hereby acknowledges and agrees that AOL does not guarantee that (x) any of the entities to be approached under this Section 1.1 will agree to enter into a contractual arrangement with 1-800-FLOWERS and/or (y) the terms and conditions of any such contractual arrangement into which any such entity may agree to enter will resemble in any respect the terms and conditions of this Agreement (including, including without limitation, number, size, location, extent of integration, quality, type, reach/frequency, timing/seasonality, expected response rate/effectiveness, and/or demographically/psychographically targeted relevance; if the promotion and exclusivity provisions Parties are unable to reach such mutual agreement on such alternate placements, then the issue shall be escalated pursuant to Section 7 hereof).