Common use of Promotion Distribution and Marketing Clause in Contracts

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 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 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 Affiliated IL Site. AOL will provide Onvia IL with the ---- ----------------------------------- online promotions for the Co-Branded Affiliated IL Site described which are listed on Exhibit A the "Initial Promotional Plan" attached hereto as Exhibit H (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"Promotions"). Subject to OnviaIL's approval not to be unreasonably withheldreasonable approval, AOL will have the right to fulfill its promotional commitments with respect to any of the foregoing by providing Onvia IL mutually agreeable 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 IL to provide Onvia IL, as its sole remedy, a mutually agreed agreeable 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 Service at any time. In the event such redesigns or modifications materially and adversely affect any specific Promotion, AOL will work with Onvia IL to provide Onvia IL, as its sole remedy, a mutually agreeable comparable promotional placement 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 soon as is commercially reasonableAOL 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 if so provided 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 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 [* * *] rateyear.

Promotion Distribution and Marketing. 1.1. AOL Promotion of Co-Branded SiteSites. AOL will provide Onvia SmartAge with the --------------------------------- promotions for the Co-Branded Site Sites 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)hereto. Subject to OnviaSmartAge's approval not to be unreasonably withheldreasonable approval, AOL will have the right to fulfill its promotional commitments with respect to any of the foregoing by providing Onvia comparable promotional placements SmartAge 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 SmartAge to provide Onvia a mutually agreed comparable promotional placementSmartAge, which if so provided shall constitute Onvia's as its 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 hereofComparable 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 redesigns or modifications in fact materially and adversely affect any specific Promotion, AOL will work with Onvia SmartAge to provide Onvia a comparable promotional placement SmartAge, as soon as is commercially reasonable, and if so provided such comparable placement shall constitute Onvia's its sole remedy, a Comparable Promotional Placement. Notwithstanding anything As used herein, the term "Comparable ---------- Promotional Placement" means alternate placements which are reasonably --------------------- and mutually agreed to have an overall value comparable to the contrary hereingroup of placements they replace, with respect such value to any Integrated Impressions set forth be determined based on Exhibit Aa variety of factors, to the extent applicable, 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 Parties expressly acknowledge and agree that any reference anywhere herein are unable to 'comparable reach such mutual agreement on such alternate placements' for such Integrated Impressions , then the issue shall be calculated at a [* * *] rateescalated pursuant to Section 7 hereof.

Promotion Distribution and Marketing. 1.1. AOL Promotion of CoPROMOTION OF AFFILIATED 1-Branded Site800-FLOWERS SITES. AOL will shall provide Onvia 1-800-FLOWERS with the promotions for the CoAffiliated 1-Branded Site 800-FLOWERS Sites 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)hereto. Subject to Onvia's 1-800-FLOWERS' approval (which shall not to be unreasonably withheld), AOL will shall have the right to fulfill its promotional commitments with respect to any of the foregoing promotions by providing Onvia 1-800-FLOWERS with comparable promotional placements in appropriate alternative areas of the same AOL NetworkProperties; 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 Promotionpromotion, AOL will shall work with Onvia 1-800-FLOWERS to provide Onvia 1-800-FLOWERS, as its sole remedy, with a mutually agreed comparable promotional placementplacement (i.e., a placement which if so provided shall constitute Onvia's sole remedy. If is not less valuable, in terms of the Parties cannot mutually agree applicable CPM, than the promotion being replaced) within the same Tier (as described on a comparable placement despite good faith efforts Exhibit A to do so, then the Parties will attempt to resolve any disagreement in accordance with the provisions of Section 7 hereofthis 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 redesigns or modifications materially and adversely affect any specific Promotionpromotion, AOL will shall work with Onvia 1-800-FLOWERS to provide Onvia 1-800-FLOWERS, as its sole remedy, a comparable promotional placement in the same Tier as soon the promotion being replaced. The promotions described on Exhibit A and any comparable promotions provided herein shall be referred to as is 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 reasonablereasonable 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 if so provided such comparable placement (ii) the Parties shall constitute Onvia's sole remedy. Notwithstanding anything 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 contrary herein, with respect to any Integrated Impressions Products set forth on Exhibit AD through such entities (the activities in clauses (i) and (ii) above, collectively, the Parties expressly acknowledge "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 agree that any reference anywhere herein to 'comparable placements' for such Integrated Impressions third party, AOL shall be calculated at entitled to receive a [* * *] ratenegotiated 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).