{"id":42370,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/interactive-services-agreement-america-online-inc-and-ivillage.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"interactive-services-agreement-america-online-inc-and-ivillage","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/interactive-services-agreement-america-online-inc-and-ivillage.html","title":{"rendered":"Interactive Services Agreement &#8211; America Online Inc. and iVillage Inc."},"content":{"rendered":"<pre>                                                                    Confidential\n\n\n                         INTERACTIVE SERVICES AGREEMENT\n\n     This agreement (the \"Agreement\"), effective as of July 1, 1997 (the\n\"Effective Date\"), is made and entered into by and between America Online, Inc.\n(AOL), a Delaware corporation, with its principal offices at 22000 AOL Way,\nDuties, Virginia 20166, and iVillage, Inc. (collectively. \"Interactive Content\nProvider\" or \"ICP\"), a Delaware corporation, with its principal offices at 170\nFifth Avenue, 4th Floor, New York, New York 10010 (each a \"Party\" and\ncollectively the \"Parties\").\n\n                                  INTRODUCTION\n\n     AOL and ICP each desires that AOL provide access to the ICP Sites (as\ndefined below) through the AOL Network (as defined below), subject to the terms\nand conditions set forth in this Agreement. Defined terms used but not defined\nin the body of this Agreement or in Exhibit D shall be as defined on Exhibit C\nattached hereto.\n\n                                      TERMS\n\n1.    DISTRIBUTION; PROGRAMMING\n\n      1.1   Anchor Tenancy. Beginning on the applicable Launch Date and\n            continuing during the Term, ICP shall receive anchor tenant\n            distribution within the AOL Service, as follows: AOL shall (a) place\n            ICP logos or banners throughout the AOL Service as specified on\n            Exhibit A, such logos or banners to all link directly to the\n            applicable Welcome Mat; (b) provide ICP with the keywords specified\n            on Exhibit A-1 hereto (provided that (i) AOL shall have the right to\n            discontinue provision to ICP of any \"generic\" keywords specified on\n            Exhibit A-1 on 30 days notice and (ii) ICP may submit for AOL's\n            approval (not to be unreasonably withheld) any other trademarks of\n            ICP as potential additional keywords), which shall Link to the\n            applicable Welcome Mat; and (c) list \"Parent Soup,\" \"About Work,\"\n            \"Better Health,\" and \"About Life\" in AOL's \"Directory of Services\"\n            and \"Find\" features. The placements specified in Exhibit A shall be\n            comparable to the placement of other standard anchor tenants on the\n            relevant screens.\n\n            1.1.1 Changes to AOL Service. AOL reserves the right to redesign or\n                  modify the organization, structure, \"look and feel,\"\n                  navigation and other elements of the AOL Service. If AOL\n                  implements changes and modifications to the screens specified\n                  in Exhibit A in a manner that substantially modifies the\n                  nature of the placements for ICP described above in an adverse\n                  fashion, AOL will work with ICP in good faith to provide ICP\n                  with a comparable package of placements which are reasonably\n                  satisfactory to ICP.\n\n            1.1.2 Further Carriage Negotiation. AOL and ICP will whenever\n                  appropriate and in good faith negotiate terms and conditions\n                  regarding (a) anchor tenant placement of ICP's \"About Work\"\n                  property in the AOL Service Workplace channel main screen, and\n                  (b) carriage of appropriate ICP properties through AOL.com.\n\n            1.1.3 Discontinuation of ICP properties. If ICP discontinues\n                  provision of any property specified on Exhibit A, ICP shall\n                  continue to be obligated to pay AOL the full carriage fee\n                  specified in Section 1.5, provided that ICP and AOL shall\n                  negotiate in good faith for a \"make-good\" provision to ICP for\n                  the discontinued property, which may include carriage for\n                  another ICP property or provision to ICP of remnant AOL ad\n                  inventory. Any such \"make-good\" provision shall occur during\n                  the term of this Agreement.\n\n      1.2   ICP Sites. The ICP Sites shall consist of the Content described on\n            Exhibit B hereto. The Content shall be produced in a mixture of HTML\n            and AOL's \"Rainman\" production format, as specified on Exhibit B.\n            For the purposes of this Agreement, (a) the ICP Sites (or portions\n            or areas thereof) that are located on the AOL Network shall be\n            referred to herein as the \"AOL Sites,\" (b) and the ICP Sites (or\n            portions or areas thereof) that are located on the world wide web\n            portion of the Internet\n\n\n\n\n\n                                                                    Confidential\n\n\n            shall be referred to herein as the \"ICP Internet Sites.\" ICP shall\n            develop the design of the AOL Sites in consultation with AOL and in\n            accordance with any standard design and content publishing \n            guidelines provided to ICP by AOL (including, without limitation,\n            any HTML publishing guidelines). ICP shall not authorize or permit\n            any third party to distribute any other Content of ICP through the\n            AOL Network absent AOL's prior written approval (not to be\n            unreasonably withheld or delayed). The inclusion of any additional\n            Content for distribution through the AOL Network (including, without\n            limitation, any features, functionality or technology) not expressly\n            described on Exhibit B shall be subject to AOL's prior approval (not\n            to be unreasonably withheld or delayed), provided that any material\n            additions to Exhibit B shall require AOL's prior written approval\n            (not to be unreasonably withheld or delayed). ICP shall provide\n            Exhibit B to AOL in writing within ten (10) business days from the\n            date of execution of the Agreement, provided that AOL shall have\n            prior reasonable approval rights for such Exhibit B.\n\n      1.3   License. ICP hereby grants AOL a worldwide license to use, market,\n            license, store, distribute, display, communicate, perform, transmit,\n            and promote the ICP Sites and the Licensed Content contained therein\n            (or any portion thereof) through such areas or features of the AOL\n            Network as deems appropriate, including without limitation the right\n            to integrate Content from the ICP Internet Sites by linking to\n            specific areas on the ICP Sites. Without limiting the generality of\n            the foregoing, to the extent AOL wishes to distribute the Licensed\n            Content through a product or service separate and distinct from the\n            AOL Service (each an \"Additional AOL Product\"): (i) AOL shall\n            provide ICP with prior written notice of the Additional AOL Product\n            through which the Licensed Content will be made available; and (ii)\n            any changes in the form or presentation of the Licensed Content\n            within the Additional AOL Product shall be subject to ICP's\n            approval, which shall not be unreasonably withheld or delayed. AOL\n            shall not be required to pay any additional fees or other forms of\n            compensation in connection with distribution of the Licensed Content\n            through any such Additional AOL Product.\n\n      1.4   Management of ICP Internet Sites. ICP shall be responsible for any\n            hosting or communication costs associated with the ICP Internet\n            Sites (including, without limitation, the costs associated with (i)\n            any agreed-upon direct connections between the AOL Network and the\n            ICP Internet Sites or (ii) a mirrored version of the ICP Internet\n            Sites). AOL Members shall not be required to go through a\n            registration process (or any similar process) in order to access and\n            use the ICP Sites, provided that if ICP elects to have all users of\n            ICP Internet Sites go through a registration and subscription\n            process (or other similar process) in order to access and use the\n            sites, then ICP shall be permitted to require AOL Members to go\n            through the identical process, provided, further, that (a) AOL\n            Members shall not be required to go through any such registration\n            process from a Welcome Mat, and (b) in any event the ICP Internet\n            Sites shall contain a material amount of Content that is available\n            without AOL Members having to go through any such registration\n            process.\n\n      1.5   (Carriage Fee. ICP shall pay AOL as follows:\n\n            1.5.1 Cash Payment. Subject to Section 6. 1 relating to renewal of\n                  this Agreement for an additional year from February 28, 1999:\n                  (a) for the period September 1, 1997, through August 31, 1998,\n                  ICP shall make monthly payments to AOL of [*] on the first day\n                  of each month; and (b) for the period September 1, 1998,\n                  through February 28, 1999 (the \"Extension Period\"), ICP shall\n                  make monthly payments to AOL of $[*] on the first day of each\n                  month, provided that, with respect to any anchor tenant\n                  placement specified on Exhibit A, if as of September 1,1998,\n                  the most recent price offered to and accepted by AOL as valid\n                  for any such anchor tenant placement (e.g., for a continuous\n                  and prominent logo or banner on the Families Screen) (an\n                  \"Offer\") exceeds by [*]% or more the value for that placement\n                  specified on Exhibit G, ICP shall pay AOL the difference\n                  between the applicable value specified in Exhibit G and the\n                  Offer, in a combination of cash and in-kind commitments,\n                  subject to the following: (i) if AOL guarantees more\n                  impressions associated with the relevant Offer then specified\n                  herein, ICP\n\n\n                                        2\n\n[*] Confidential treatment requested.\n\n\n\n\n                                                                    Confidential\n\n                  shall receive such additional impressions; (ii) the proportion\n                  of cash to in-kind commitments shall be determined by ICP but\n                  at least [*]% of the additional amount payable to AOL shall be\n                  in cash (e.g., if there is an Offer for $1,000,000 for a\n                  continuous and prominent logo or banner on the Families\n                  Screen, then ICP shall pay AOL an extra $250,000 during the\n                  Extension Period, with no less than $[*] payable as cash\n                  and $[*] payable as in-kind commitments); (iii) the value\n                  placed by ICP on and schedule of any additional in-kind\n                  commitments shall be subject to AOL's prior written approval\n                  (not to be unreasonably withheld): (iv) any cash portion shall\n                  be payable in equal monthly installments during the Extension\n                  Period as an addition to the $[*] installments specified in\n                  this subparagraph (b); and (v) any in-kind commitments must\n                  occur during the Extension Period.\n\n            1.5.2 In-Kind Programming and Promotion. Subject to adjustment \n                  during the Extension Period as specified in Section 1.5.1(b),\n                  ICP shall provide AOL during the initial term with the\n                  equivalent of $[*] made up of the in-kind commitments\n                  specified on Exhibit F attached hereto in the amounts and with\n                  the bona-fide values listed in such exhibit (the \"ICP In-Kind\n                  Commitments\"). Without limiting any other rights or remedies\n                  available to AOL, AOL's anchor tenant and impressions\n                  commitments specified in Sections 1.1 and 1.6 herein are and\n                  will be contingent upon provision by ICP of the ICP In-Kind\n                  Commitments in accordance with Exhibit F.\n\n      1.6   Impressions Guarantee. AOL shall provide ICP with at least\n            [*] million Impressions per year from ICP presence on the\n            AOL Network hereunder, as specified on Exhibit C hereto (the\n            \"Impressions Guarantee\"). AOL shall use reasonable efforts to ensure\n            that the Impressions Guarantee is delivered in relatively consistent\n            amounts over the Term, measured on a quarterly basis, subject to\n            seasonal, customary and other appropriate fluctuations. A minimum of\n            [*]% of the Impressions Guarantee specified on Exhibit C for each\n            screen placement listed thereon (other than the \"Other\" category to\n            be determined in AOL's discretion, as listed on Exhibit G) shall be\n            generated from the presence of ICP on the relevant screen, and the\n            remaining impressions, if any, may be generated from ICP's presence\n            on other appropriate screens on the AOL Network as AOL may determine\n            in its discretion (e.g., for the placement of \"Parent Soup\" on the\n            Families Screen, AOL shall provide ICP with a minimum of [*]\n            Impressions from \"Parent Soup's\" presence on the Families Screen,\n            and the remaining [*] Impressions, if any, may be generated\n            from ICP's presence on other appropriate screens). For the purposes\n            of this Section, ICP presence on an AOL screen shall conform to\n            the specifications set forth on Exhibit E, provided that only\n            screens that contain a link to an ICP Site or a Welcome Mat (or any\n            portion thereof) will count against the Impressions Guarantee. The\n            Term with respect to placement of a particular ICP property shall be\n            extended without additional carriage fees payable by ICP until the\n            relevant Impressions Guarantee is met.\n\n2.    PROMOTION\n\n      2.1   Cooperation. Each Party shall cooperate with and reasonably assist\n            the other Party in supplying material for marketing and promotional\n            activities.\n\n      2.2   Interactive Site. ICP shall include the following promotions within\n            each ICP Interactive Site during the Term: a continuous promotional\n            banner for AOL appearing \"above the fold\" on the first screen of the\n            ICP Interactive Site.\n\n      2.3   Publications, etc. ICP shall use commercially reasonable efforts to\n            prominently and regularly promote AOL and the ICP Sites availability\n            through the AOL Service in publications, programs, features or other\n            forms of media over which ICP exercises at least partial editorial\n            control\n\n                                        3\n\n[*] Confidential treatment requested.\n\n\n\n                                                                    Confidential\n\n      2.4   Keyword. In any instances when ICP makes promotional reference to an\n            ICP Interactive Site and exercises at least partial editorial\n            control, including any listings of the applicable \"URL(s)\" for such\n            web site(s) (each a \"Web Reference\"). ICP shall include a listing of\n            the applicable AOL \"keyword\" of comparable prominence to the Web\n            Reference.\n\n      2.5   Preferred Access Provider.\n\n            2.5.1 When promoting AOL, ICP shall use commercially reasonable\n                  efforts to promote AOL as the preferred access provider\n                  through which a user can access the ICP Sites (and ICP shall\n                  not implement or authorize any other promotions on behalf of\n                  any third parties which are inconsistent with the foregoing).\n\n            2.5.2 With respect to any ICP Interactive Site accessible or\n                  operating through any operating system (including without\n                  limitation any Microsoft system) or through a channel or area\n                  delivered through a \"push\" product such as the Pointcast\n                  Network or interactive environment such as Microsoft's\n                  proposed \"Active Desktop\" or Netscape's \"Netcaster\"(an\n                  \"Operating System\"), ICP shall (a) include in any such ICP\n                  Interactive Site a prominent \"Try AOL\" feature (and controls\n                  and software provided by AOL relating to such feature) that\n                  will cause a user of such site to link directly to AOL access\n                  software located or present on or within the Operating System,\n                  so that the user who already is an AOL Member or who does not\n                  have Internet access will be connected to the AOL registration\n                  screen, the AOL service, the AOL application setup program or\n                  elsewhere as determined by AOL, and (b) use or support any AOL\n                  provided software or feature that directs a user of such ICP\n                  Interactive Site who does not have Internet access to the AOL\n                  application setup program located or present on or within the\n                  Operating System (instead of the Internet Referral Server or\n                  any similar service or successor thereto). ICP's commitments\n                  specified above shall be subject to any standard policies and\n                  restrictions generally proscribed by the operator of the\n                  Operating System.\n\n      2.6   Direct Marketing. The Parties shall execute any commercially\n            reasonable New Member acquisition programs, and ICP shall earn\n            bounties for such programs, as specified described in Exhibit H\n            attached hereto.\n\n3.    REPORTING.\n\n      3.1   Usage Data. AOL shall make available to ICP, on a property by\n            property basis, a monthly report specifying for the prior month\n            aggregate usage and Impressions with respect to ICP's presence on\n            the AOL Network. In addition, to the extent AOL is caching the ICP\n            Sites, AOL shall supply ICP with monthly reports, on a property by\n            property basis, reflecting aggregate impressions by AOL Members to\n            the cached version of the ICP Sites during the prior month. ICP will\n            supply AOL with monthly reports, on a property by property basis,\n            which reflect total impressions by AOL Members to Welcome Mats\n            during the prior month and any transactions involving AOL Members at\n            the ICP Sites during the period in question. ICP shall also provide\n            AOL with \"click-through\" data with respect to the promotions\n            specified in Section 2.\n\n      3.2   Advertising Data. ICP shall provide detailed information to AOL\n            regarding AOL Site Advertisements and Welcome Mat Advertisements\n            (both as defined below in Section 4.1). In reporting any\n            advertisement or promotion, ICP shall indicate the name of the\n            advertiser, the term of the advertising arrangement and the amounts\n            paid (or to be paid) to ICP or its agent(s).\n\n      3.3   Promotional Commitments. ICP shall provide to AOL a monthly report\n            documenting its compliance with any promotional commitments it has\n            undertaken pursuant to Sections 1.5 and 2 in the form attached as\n            Exhibit I hereto.\n\n                                        4\n\n\n\n\n                                                                    Confidential\n\n\n      3.4   Payment Schedule. Except as otherwise specified herein, each Party\n            agrees to pay the other Party all amounts received and owed to such\n            other Party as described herein on a monthly basis within thirty\n            (30) days of the end of the month in which such amounts were\n            collected by such Party.\n\n4.    ADVERTISING AND MERCHANDISING\n\n      4.1   Advertising Rights. AOL owns all right, title and interest in and to\n            the advertising and promotional spaces within the AOL Network\n            (including, without limitation, advertising and promotional spaces\n            on any AOL forms or pages which are included within, preceding,\n            framing or otherwise associated with the ICP Sites). The specific\n            advertising inventory within any such AOL forms or pages shall be as\n            reasonably determined by AOL. With respect to the AOL Sites\n            (including without limitation the Welcome Mats), AOL hereby grants\n            ICP the sole right, subject to the terms hereof, to license or sell\n            promotions, advertisements, links, pointers or similar services or\n            rights in or through such AOL Sites (\"AOL Site Advertisements\"),\n            subject to (i) AOL's approval for each AOL Site Advertisement (such\n            approval not to be unreasonably delayed) and (ii) the Advertising\n            Minimum. In addition, with respect to promotions, advertisements,\n            links, pointers or similar services or rights in or through the\n            Welcome Mats (not including screens linked from the Welcome Mats)\n            (\"Welcome Mat Advertisements\"), which pursuant to the preceding\n            sentence ICP has the sole right to license or sell, ICP shall pay\n            AOL [*] percent ([*]%) of the Advertising Revenue with respect to\n            such Welcome Mat Advertisements. If and when AOL makes its ad server\n            technology generally available to third parties, AOL shall make such\n            technology available for use by ICP with respect to the AOL Site\n            Advertisements on AOL's then-standards terms and conditions.\n\n      4.2   Advertising Policies. Any Welcome Mat advertisements or AOL Site\n            Advertisements (collectively, \"AOL Advertisements\") sold by ICP or\n            its agents shall be subject to AOL's then-standard advertising\n            policies.\n\n      4.3   Advertising Registration Form. In connection with the sale by ICP\n            of any AOL Advertisement, ICP shall, in each instance, provide AOL\n            with a completed standard AOL Advertising Registration Form relating\n            to such AOL Advertisement. ICP shall take all reasonable steps\n            necessary to ensure that any AOL Advertisement sold by ICP complies\n            with all applicable federal, state and local laws and regulations.\n\n      4.4   Advertising Packages. To the extent ICP sells a Welcome Mat\n            Advertisement as part of an advertising package including multiple\n            placement locations (e.g., both Welcome Mat and another area or\n            site), ICP shall allocate the payment for such advertising package\n            between or among such locations in an equitable fashion, subject to\n            the Advertising Minimum. When selling advertising associated with\n            the ICP Sites, ICP shall use commercially reasonable efforts to sell\n            related advertising within the Welcome Mats. To the extent an\n            advertisement is delivered through a dynamic mechanism primarily\n            linked to particular AOL Members viewing such advertisement (rather\n            than a defined space within the Welcome Mats), the amount of revenue\n            from the advertisement allocable to Advertising Revenue shall be\n            determined based on the number of impressions to the advertisement\n            generated by AOL Members while viewing Content within the Welcome\n            Mat relative to the total impressions to the advertisement during\n            the given period (or such other formula as AOL may reasonably\n            implement given the then-existing advertising models).\n\n      4.5   Interactive Commerce. ICP's offer, sale or license of products or\n            services (including surcharged services) shall be subject to the\n            \"Shopping Channel Promotional Agreement\" between AOL and ICP dated\n            as of October ___, 1997 (the \"Commerce Agreement\").\n\n5.    CUSTOMIZATION OF SITES\n\n\n                                        5\n\n[*] Confidential treatment requested.\n\n\n\n                                                                    Confidential\n\n\n      5.1   Performance. ICP shall optimize the ICP Sites for distribution\n            hereunder according to AOL specifications and guidelines (as\n            indicated in (a), (b) and (c) below) to ensure that (i) the\n            functionality and features within the ICP Sites are optimized for\n            the client software then in use by a majority of AOL Members and\n            (ii) the forms used in the ICP Sites are designed and populated in a\n            manner intended to minimize delays when AOL Members attempt to\n            access such forms. With respect to any ICP Internet Sites, the\n            following shall also apply:\n\n                  (a) ICP shall design the ICP Internet Sites to support the\n                  Windows version of the Microsoft Internet Explorer 3.0\n                  browser, and make commercially reasonable efforts to support\n                  all other AOL browsers listed at:\n                  http:\/\/webmaster.info.aol.com\/BrowTable.html and set forth on\n                  Exhibit J hereto;\n\n                  (b) ICP shall configure the servers from which it serves the\n                  ICP Internet Sites to examine the HTTP User-Agent field in\n                  order to identify the AOL User-Agents listed at:\n                  http:\/\/webmaster.info.aol.com\/Brow2Text.html and as set forth\n                  on Exhibit J hereto (the \"AOL User-Agents\") and\n\n                  (c) ICP shall design its web site to support HTTP 1.0 or\n                  later protocol as defined in RFC 1945 (available at\n                  http:\/\/ds.internic.net\/rfc\/rfcl945.text) and to adhere to\n                  AOL's parameters for refreshing cached information listed at\n                  http:\/\/webmaster.info.aol.com\/CacheText.html.\n\n         AOL reserves the right to review the ICP Internet Sites to determine\n         whether such sites are compatible with AOL's then-available client and\n         host software and the AOL Network.\n\n      5.2   Customization. ICP shall customize the ICP Sites for AOL Members as\n            follows:\n\n                  (a) ICP shall create a Welcome Mat for each \"home page\" or\n                  initial main screen on the ICP Sites linked to from the AOL\n                  Network on a continuous basis;\n\n                  (b) ICP shall ensure that AOL Members linking to the ICP Sites\n                  from the AOL Network do not receive advertisements, promotions\n                  or links for any entity reasonably construed to be in\n                  competition with AOL and that such advertisements, promotions\n                  and links are not otherwise in conflict with AOL advertising\n                  policies and any contractual AOL exclusivities (with respect\n                  to ICP Internet Sites, ICP shall ensure this by, at a minimum,\n                  identifying the AOL User-Agents as specified above), provided\n                  that AOL shall provide ICP with at least sixty (60) days prior\n                  notice of any changes in the advertising policies; and\n\n                  (c) provide continuous navigational ability (e.g., a link on a\n                  hybrid browser form) for AOL members to return to an\n                  agreed-upon point on the AOL Service (for which AOL shall\n                  supply the proper address) from the ICP Sites (e.g., the point\n                  on the AOL Service from which such sites are linked).\n\n      5.3   Links on Sites. The Parties will work together on mutually\n            acceptable links (including links back to AOL) within the ICP Sites\n            in order to create a robust and engaging AOL member experience. ICP\n            shall take reasonable efforts to insure that AOL traffic is\n            generally either kept within the ICP Sites or channeled back into\n            the AOL Network. Except for links to a commerce area as specified in\n            the Commerce Agreement and except as set forth on Exhibit B hereto,\n            subject to the last sentence of this Section, ICP shall not be\n            permitted to establish any \"pointers\" or links between the ICP Sites\n            and any other area on or outside of the AOL Network, including,\n            without limitation, other ICP Sites or sites on the World Wide Web\n            portion of the Internet (\"Linked Sites\"), without the prior written\n            approval of AOL, which approval may be conditioned upon, among other\n            things, payment of certain linking fees and commitments providing\n            for promotion of the AOL Sites and AOL through the Linked Site in\n            question. In addition, AOL may restrict its approval (at any time)\n            to specific portions of Content or functionality within a Linked\n            Site (based on AOL's programming\n\n                                        6\n\n\n\n\n                                                                    Confidential\n\n            objectives related to the ICP Sites). In such case, establishment of\n            the link from the ICP Site to the Linked Site will be subject to\n            mutual agreement of the Parties regarding the means by which access\n            will be restricted to the approved portions of the Linked Site.\n            Notwithstanding the foregoing, ICP may establish links from an ICP\n            Site to another ICP Site provided that such links are editorial,\n            content-specific links, to relevant areas of the ICP Sites. In\n            general, such links shall be temporary (i.e., generally no more than\n            7 days continuous duration, and in any event, for no more than 30\n            days continuous duration and no more than 60 days cumulatively\n            (including partial duration days) in any 12-month period).\n\n6.    TERM AND TERMINATION.\n\n      6.1.  Term. Unless earlier terminated as set forth herein, the initial\n            term of this Agreement shall be from the Effective Date to February\n            28, 1999. For two (2) years after expiration of the Term, AOL shall\n            continue to have the option to link to any ICP Interactive Sites.\n            This Agreement may be extended by mutual written agreement of the\n            Parties.\n\n      6.1.1 One Year Extension by AOL. AOL may extend the Agreement for an\n            additional year from February 28, 1999, upon AOL's then-standard\n            terms and conditions generally applicable to anchor tenants (but in\n            no event less favorable to ICP than the terms and conditions\n            provided for herein) and with payments by ICP to AOL of $[*]\n            (the \"Renewal Carriage Fee\") by providing ICP with written notice\n            thereof no later than sixty (60) days prior to the expiration of the\n            initial term (the \"Put Notice\"), provided, however, that if the most\n            recent price offered to and accepted by AOL as valid for the\n            placements specified herein (e.g., for continuous and prominent\n            logos or banners as specified in Section 1.1) is $[*] or less\n            (a \"Renewal Offer\"), then AOL may only extend this Agreement for an\n            additional year by a Put Notice specifying to ICP the Renewal Offer\n            as the applicable carriage fee. The Renewal Carriage Fee (or Renewal\n            Offer as the applicable carriage fee, as the case may be) shall be\n            made up of a combination of cash and in-kind commitments, subject to\n            the following: (i) the proportion of cash to in-kind commitments\n            shall be determined by ICP but at least $[*] of the Renewal Carriage\n            Fee (or [*]% of the Renewal Offer, as the case may be) shall be in\n            cash and payable in equal monthly installments in advance of each\n            month beginning on March 1, 1999; and (ii) the value placed by ICP\n            on and schedule of the in-kind commitments shall be subject to AOL's\n            prior written approval (not to be unreasonably withheld).\n\n      6.1.2 One Year Extension by ICP. If AOL does not deliver the Put Notice,\n            ICP may, no later than forty five (45) days prior to the expiration\n            of the initial term, notify AOL in writing (the \"Call Notice\") that\n            ICP desires to renew this Agreement for an additional year from\n            February 28, 1999, on AOL's then-standard terms and conditions\n            generally applicable to anchor tenants (but in no event less\n            favorable to ICP than the terms and conditions provided for herein)\n            and with payments by ICP to AOL of the \"Market Rate\" (as defined\n            below). AOL shall then provide ICP written notice of the \"Market\n            Rate\" for the additional year within thirty (30) days of AOL's\n            receipt of the Call Notice (the \"Market Rate Notice\"). ICP shall\n            have ten (10) days from receipt of the Market Rate Notice to either\n            accept or decline the terms contained therein for the additional\n            year, provided that ICP's failure to respond to the Market Rate\n            Notice within such 10 day period shall be deemed to be an acceptance\n            of the terms contained therein. If ICP accepts the terms contained\n            in the Market Rate Notice for the additional year, then the Market\n            Rate shall payable by ICP to AOL in a combination of cash and\n            in-kind commitments, subject to the following: (i) the proportion of\n            cash to in-kind commitments shall be determined by ICP but at least\n            [*]% of the Market Rate shall be in cash and payable in equal \n            monthly installments in advance of each month beginning on March 1,\n            1999; and (ii) the value placed by ICP on and schedule of the\n            in-kind commitments shall be subject to AOL's prior written approval\n            (not to be unreasonably withheld). If ICP declines the terms\n\n                                        7\n\n[*] Confidential treatment requested.\n\n\n\n\n                                                                    Confidential\n\n\n\n            contained in the Market Rate Notice for the additional year, AOL\n            shall not, for a period of one hundred twenty days (120) days\n            thereafter, agree with any non-affiliated third party for continuous\n            placement on the Screens (as specified in this Agreement) for a\n            carriage fee that is materially less than the Market Rate. For the\n            purposes hereof, \"Market Rate\" shall mean the rate, specified by AOL\n            in its notice to ICP, reasonably determined by AOL for anchor tenant\n            placement as specified herein for the screens specified in this\n            Agreement, taking into account such reasonable considerations as AOL\n            may determine in its discretion\n\n      6.2   Termination for Breach. Either Party may terminate this Agreement at\n            any time in the event of a material breach by the other Party which\n            remains uncured after thirty (30) days written notice thereof.\n\n      6.3   Termination for Bankruptcy\/Insolvency. Either Party may terminate\n            this Agreement immediately following written notice to the other\n            Party if the other Party (i) ceases to do business in the normal\n            course, (ii) becomes or is declared insolvent or bankrupt, (iii) is\n            the subject of any proceeding related to its liquidation or\n            insolvency (whether voluntary or involuntary) which is not dismissed\n            within ninety (90) calendar days or (iv) makes an assignment for the\n            benefit of creditors.\n\n      6.4   Entire Agreement. This Agreement sets forth the entire agreement and\n            supersedes any and all prior agreements of the Parties with respect\n            to the transactions set forth herein (including without limitation\n            the Information Provider Agreement between ICP and AOL dated as of\n            May 6, 1996, as amended on May 28, 1997 and the Information Provider\n            Agreement between ICP and AOL dated as of Septeniber 19, 1995).\n            Neither Party shall be bound by, and each Party specifically objects\n            to, any term, condition or other provision which is different from\n            or in addition to the provisions of this Agreement (whether or not\n            it would materially alter this Agreement) and which is proffered by\n            the other Party in any correspondence or other document, unless the\n            Party to be bound thereby specifically agrees to such provision in\n            writing.\n\n7.    TERMS AND CONDITIONS. The legal terms and conditions set forth on Exhibit\n      D attached hereto are hereby made a part of this Agreement.\n\n     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of\n     the Effective Date.\n\n AMERICA ONLINE,INC.                            VILLAGE, INC\n\n                                                \n By \/s\/ Barry Schuler                           By: \/s\/ Steven [ILLEGIBLE]\n    -----------------------------------------   --------------------------------\n Print Name:   BARRY SCHULER                    Print Name: Steven [ILLEGIBLE]\n Title:     President, Creative Development     Title: VP Finance              \n                    AOL Networks                Tax ID\/EIN#: ________________  \n                                                \n                                                                    \n\n\n                                       8\n\n\n\n                                                                    Confidential\n\n\n\n\n                                    EXHIBIT A\n\n                            Anchor Tenant Placements\n\n\nA.       AOL shall continuously and prominently place an agreed-upon ICP logo or\n         banner for ICP's \"Parent Soup\" property on the (a) Families channel\n         main screen (or any specific successor thereof) (the \"Families Screen\")\n         and (b) Health channel \"Children's Health\" subsereen (or any specific\n         successor thereof) (the \"Children's Health Screen\").\n\nB.       AOL shall continuously and prominently place an agreed-upon ICP logo or\n         banner for ICP's \"About Work\" property on the (a) Workplace channel\n         \"Careers\" subscreen (or any specific successor thereof) (the \"Careers\n         Screen\") and (b) Workplace channel \"Getting Started\" subscreen (or any\n         specific successor thereof) (the \"Getting Started Screen\").\n\nC.       AOL shall continuously and prominently place an agreed-upon ICP logo or\n         banner for ICP's \"Better Health\" property on the (a) Health channel\n         main screen (or any specific successor thereof) (the \"Health Screen\")\n         and (b) Health channel \"Illnesses and Treatments\" subscreen (or any\n         specific successor thereof) (the \"Illnesses Screen\").\n\nD.       AOL shall continuously and prominently place an agreed-upon ICP logo or\n         banner for ICP's \"About Life\" property on the Lifestyles channel train\n         screen (or any specific successor thereof) (the \"Lifestyles Screen\").\n\n\n                                   EXHIBIT A-1\n                                    Keywords\n\n                                  \"Parent Soup\"\n                                  \"About Work\"\n                                 \"Better Health\"\n                                  \"About Life\"\n\n\n\n\n\n\n\n\n                                       9\n\n\n\n                                    EXHIBIT B\n\n                       Description of Content on ICP Sites\n\n                             [specify rainman\/HTML]\n\n\n1.       Parent Soup\n\n\n\n\n\n2.       About Work\n\n\n\n\n\n3.       Better Health\n\n\n\n\n\n4.       About Life\n\n\n                                       10\n\n\n\n\n\n                                                                    Confidential\n\n\n                            EXHIBIT C -- DEFINITIONS.\n\nThe following definitions shall apply to this Agreement:\n\nAdvertising Revenues. Aggregate amounts collected plus the fair market value of\nany other compensation received (such as barter advertising) by ICP or ICP's\nagents arising from the license or sale of Welcome Mat Advertisements, less\napplicable Advertising Sales Commissions; provided that, in order to ensure\nthat AOL receives fair value in connection with Welcome Mat Advertisements. ICP\nshall be deemed to have received no less than the Advertisrng Minimums in\ninstances when ICP makes a Welcome Mat Advertisement available to a third party\nat a cost below the Advertising Minimum.\n\nAdvertising Minimum. (i) Thirty dollars ($30) per thousand entries per month\nor, with respect to any chat room, Five dollars ($5) per thousand entries per\nmonth, or (ii) such different rate or rates as AOL may establish based upon\nmarket conditions and publish during the Term.\n\nAdvertising Sales Commission. (i) Actual amounts paid as commission to third\nparty agencies in connection with sale of the Welcome Mat Advertisement or\n(ii) 15%, in the event ICP has sold the Welcome Mat Advertisement directly and\nwill not be deducting any third party agency commissions.\n\nAffiliate. Any agent, distributor or franchisee of AOL, or an entity in which\nAOL holds at least a nineteen percent (19%) equity interest.\n\nAOL Look and Feel. The distinctive and particular elements of graphics.\ndesign, organization, presentation, layout, user interface, navigation, trade\ndress and stylistic convention (including the digital implementations thereof)\nwithin the AOL Network and the total appearance and impression substantially\nformed by the combination, coordination and interaction of these elements.\n\nAOL Member(s). Authorized users of the AOL Network, including any sub-accounts\nusing the AOL Network under an authorized master account.\n\nAOL Network. (i) The America Online(R) brawl service, (ii) AOL's \"Driveway\"\nproduct, (iii) any international versions of the America Online service\nthrough which AOL or its affiliates elect to offer the ICP Sites and (iv) any\nother product or service owned, operated. distributed or authorized to be\ndistributed by or through AOL or its Affiliates worldwide through which such\nparty elects to offer the ICP Sites (which may include, without limitation.\nInternet sites promoting AOL products and services and any \"offline\"\ninformation browsing products of AOL or its Affiliates).\n\nAOL Service. The U.S. version of the America Online brand service (excluding\nDigital City, AOL.com, NetFind or any similar \"sub\" service that may be\ndistributed by or through the America Online brand service).\n\nConfidential Information. Any information relating to or disclosed in the course\nof the Agreement, which is, or should be reasonably understood to be,\nconfidential or proprietary to the disclosing party, including, but not limited\n\nConfidential Information. Any information relating to or disclosed in the course\nof the Agreement, which is, or should be reasonably understood to be,\nconfidential or proprietary to cIte disclosing Party, including, but not limited\nto the material costs of this Agreement, information about AOL Members, \ntechnical processes and formulas, source codes, product designs. sales, cost and\nother unpublished financial information, product and business plans, projections\nand marketing data. \"Confidential Information\" shall not include information\n(a) already lawfully known to or indepentensly developed by the receiving Party.\n(h) disclosed its published materials. (c) generally known to she public,\n(d) lawfully obtained from any third party or (e) required or reasonably\nadvised to be disclosed by law.\n\nContent. Information, materials, features, products, services, advertisements,\npromotions, links, pointers, techology and software.\n\nICP Interactive Site. Any interactive site or area I not including any AOL Site\nbus including any ICP Internet Site) which is managed. maintained or owned by\nICP or its agents. including, by way of example and without limitation. (i) an\nICP site on the World Wide Web portion of the Internet or (ii) a channel or area\ndelivered through a \"push\" product such as the Pointcast Network or interactive\nenvironment such as Microsofts proposed \"Active Desktop.\"\n\nICP Sites. The sites and Content specified on Exhibit B which are managed, \nmainstained or owned by ICP or its agents. The ICP Sites shall consis of the \nAOL Sites (including the Welcome Mats) and the ICP lnternet Sites, both as\ndefined in Section 1.2.\n\nImpression. An AOL Member's viewing of any promotion for, reference to or point\nof access to ICP or an ICP Site.\n\nLaunch Date. The date on which AOL generally releases the new version of a\nscreen listed in Exhibit A, to be set forth in writing from AOL to ICP.\n\nLicensed Content. All Content provided by ICP or its agents for distribution\nthrough the AOL Network pursuant to this Agreement (including, without \nlimitation. Content contained within any ICP Internet Site).\n\nNew Member. Any person or entity (a) who registers for the AOL Network\nusing ICP's special promotion identifier and (b) from whom AOL or an\nAffiliate of AOL collects at least two (2) monthly usage fees for the use of\nthe AOL Network.\n\nTerm. The period beginning on the Effective Date and ending upon the\nexpiration or earlier termination of the Agreement.\n\nWelcome Mat. A customized home page \"welcome mat\" created and produced by ICP\nin AOL's \"Rainman\" production format or its HTML format for the AOL\naudience.\n\n                                       11\n\n\n\n\n                                                            Confidential\n\n                EXHIBIT D -- STANDARD LEGAL TERMS AND CONDITIONS\n\nI. AOL NETWORK\n\nContent. ICP represents and warrants that all Content contained within the ICP\nSites (i) will conform to AOL's then-standard Terms of Service, the terms of\nthis agreement and any other standard, written AOL policy, (ii) will not\ninfringe on or violate any copyright, trademark, U.S. patent or any other third\nparty right, including without limitation, any music performance or other music\nrelated rights, and (iii) will not contain any Content which violates any\napplicable law or regulation (collectively, the \"Rules\"). AOL shall have the\nright to remove, or direct ICP to remove, any Content which, as reasonably\ndetermined by AOL: (i) violates AOL's then-standard Terms of Service, the terms\nof this Agreement or any other standard, written AOL policy; or (ii) is not\nspecifically described in Exhibit B. To the extent ICP wishes to implement any\nrules of conduct or terms of service related to any AOL Sites which are separate\nfrom or supplementary to AOL's Terms of Service, ICP must obtain the prior\nwritten approval of the AOL Legal Department.\n\nContests. ICP shall take all steps necessary to ensure that any contest,\nsweepstakes or similar promotion conducted or promoted through the ICP Sites (a\n\"Contest\") complies with all applicable federal, state and local laws and\nregulations. ICP shall provide AOL with (i) at least thirty (30) days prior\nwritten notice of any Contest and (ii) upon AOL's request, an opinion from ICP's\ncounsel confirming that the Contest complies with all applicable federal, state\nand local laws and regulations.\n\nAOL Look and Feel. ICP acknowledges and agrees that AOL shall own all right,\ntitle and interest in and to the AOL Look and Feel. In addition, AOL shall\nretain editorial control over the portions of the AOL pages and forms which\nframe the ICP Sites (the \"AOL Frames\"). AOL may, at its discretion, incorporate\nnavigational icons, links and pointers or other Content into such AOL Frames.\n\nManagement. ICP shall review, delete, edit, create, update, and otherwise manage\nall Content available on or through the ICP Sites, including but not limited to\nthe Licensed Content and message boards, in a timely and professional manner and\nin accordance with the terms of this Agreement, AOL's then-standard Terms of\nService and any generally applicable guidelines and service standards for\ninteractive content providers published by AOL. AOL shall have no obligations of\nany kind with respect to the Content available on the ICP Sites. In managing the\nAOL Sites, ICP agrees to refrain from editing or altering any opinion expressed\nby an AOL member within the AOL Site, except in cases when ICP (i) has a good\nfaith belief that the Content in question violates an applicable law,\nregulation, third party right or portion of AOL's Terms of Service or (ii)\nobtains AOL's prior approval. ICP shall ensure that the ICP Sites are reasonably\ncurrent, accurate and well-organized.\n\nOperations. AOL shall be entitled to require reasonable changes to the ICP Sites\nto the extent such site will, in AOL's good faith judgement, adversely affect\noperations of the AOL network.\n\nDuty to Inform. ICP shall promptly inform AOL of any information related to the\nICP Sites which could reasonably lead to a claim, demand or liability of or\nagainst AOL and\/or its Affiliates by any third party.\n\nResponse to Questions\/Comments; Customer Service. ICP shall respond promptly and\nprofessionally to questions, comments, complaints and other reasonable requests\nregarding the ICP Sites by AOL members or on request by AOL, and shall cooperate\nand assist AOL in promptly answering the same.\n\nClassifieds. During the perion form the Effective Date until nine months after\nthe effective Date, ICP shall not enter into any long term (i.e, 12 months or\nmore) agreement with respect to the implementation or promotion of any\nclassifieds listing features through the ICP Sites (\"Classifieds\"). Thereafter,\nICP will only enter into any such agreement after first notifying AOL. In\naddition, ICP and AOL shall also discuss in good faith the integration of the\nany ICP Classifieds (including any database related to ICP Classifieds) into any\nAOL classifieds features, on terms and conditions to be agreed upon.\n\nMessage Boards. Any Content submitted by ICP or its agents within message boards\nor any comparable vehicles will be subject to the license grant relating to\nsubmissions to \"public areas\" set forth in the Proprietary Rights section of the\nTerms of Service.\n\nStatements to Third Parties. ICP shall not make, publish, or otherwise\ncommunicate, or cause to be made, published, or otherwise communicated, any\ndeletions remarks whatsoever to any third parties concerning AOL or its\naffiliates, directors, officers, employees or agents, including without\nlimitation, AOL's business projects, business capabilities, performance of\nduties and services or financial position.\n\nProduction Work. In the event that ICP requests any AOL production assistance,\nICP shall work with AOL to develop detailed production plans for the requested\nproduction assistance (the \"Production Plan\"). Following receipt of the final\nProduction Plan, AOL shall notify ICP of (i) AOL's availability to perform the\nrequested production and maintenance work and (iii) the estimated development\nschedule for such work. To the extent the parties reach agreement regarding\nimplementation of agreed-upon Production Plan, such agreement shall be reflected\nin a separate work order signed by the parties. To the extent ICP elects to\nretain a third party provider to perform any such production work, work produced\nby such third party provider must generally conform to AOL's production\nStandards &amp; Practices (a copy of which will be supplied by AOL to ICP upon\nrequest). The specific production resources which AOL allocates to any\nproduction work to be performed on behalf of ICP shall be as determined by AOL\nin its sole discretion.\n\nPublishing Tools. AOL shall determine, in its sole discretion, which of its\nproprietary publishing tools (each, a \"Tool\") shall be made available to ICP to\ndevelop and implement the AOL Sites during the Term. ICP shall be granted a\nnonexclusive license to use any such Tool, which license shall be subject to:\n(i) ICP's timely payment of AOL's then-current fees and charges for such\nlicense, which fees may be adjusted from time to time during the Term, (ii)\nICP's compliance with all rules and regulations relating to use of the Tools, as\npublished from time to time by AOL, (iii) AOL's right to withdraw or modify such\nlicense at any time, and (iv) ICP's express recognition that AOL provides all\nTools on an \"as is\" basis, without warranties of any kind.\n\nTraining and Support. AOL shall make available to ICP standard AOL training and\nsupport programs necessary to produce any AOL areas hereunder. ICP can select\nits training and support program from the options then offered by AOL. ICP shall\nbe responsible to pay the fees associated with its chosen training and support\npackage. In addition, ICP will pay travel and lodging costs associated with its\nparticipation in any AOL training programs (including AOL's travel and lodging\ncosts when training is conducted at ICP's offices).\n\nII. TRADEMARKS\n\nTrademark License. In designing and implementing any marketing, advertising,\npress releases or other promotional materials related to this Agreement and\/or\nreferencing the other party and\/or its trade names, trademarks and service marks\n(the \"Promotional Materials\") and subject to the other provisions contained\nherein, ICP shall be entitled to use the following trade names, trademarks and\nservice marks of ICP (collectively, together with the AOL marks listed above,\nthe \"Marks\"): provided that each Party: (i) does not create a unitary composite\nmark involving a Mark of the other Party without the prior written approval of\nsuch other party and (ii) displays symbols and notices clearly and sufficiently\nindicating the trademark status and ownership of the other Party's Marks in\naccordance with applicable trademark law and practice.\n\nRights. Each Party agrees that its utilization of the other Party's Marks will\nnot create in it, nor will it represent it has, any right, title or interest in\nor to such Marks other than the licenses expressly granted herein, Each Party\nagrees not to do anything contesting or impairing the trademark rights of the\nother Party.\n\nQuality Standards. Each Party agrees that the nature and quality of its products\nand services supplied in connection with the other party's Marks shall conform\nto quality standards communicated in writing by the other Party for use of its\ntrademarks. Each Party agrees to supply the other Party, upon request, with a\nreasonable number of samples of any Materials publicly disseminated by such\nParty which utilize the other Party's Marks. Each Party shall disseminated by\nall applicable laws, regulations and customs and obtain any required government\napprovals pertaining to use of the other Party's Marks.\n\nPromotional Materials\/Press Releases. Each Party will submit to the other Party,\nfor its prior written approval, which shall not be unreasonably withheld or\ndelayed, any Promotional Materials; provided, however, that either Party's\n\n                                       12\n\n\n                                                                    Confidential\n\nfactual reference to the existence of a business relationship between AOL and\nICP, including, without limitation, the availability of the Licensed Content\nthrough the AOL Network, or use of screen shots relating to the distribution\nunder this Agreement (so long as the AOL Network is clearly identified as the\nsource of such screen shots) for promotional purposes shall not require the\napproval of the other Party. Once approved, the Promotional Materials may be\nused by a Party and its affiliates for the purpose of promoting the distribution\nof the Licensed Content through the AOL Network and reused for such purpose\nuntil such approval is withdrawn, existing inventories of Promotional Materials\nmay be depleted.\n\nInfringement Proceedings. Each Party agrees to promptly notify the other Party\nof any unauthorized use of the other Party's Marks of which it has actual\nknowledge. Each Party shall have the sole right and discretion to bring\nproceedings alleging infringement of its Marks or unfair competition related\nthereto; provided, however, that each party agrees to provide the other Party,\nat such other Party's expense, with its reasonable cooperation ad assistance\nwith respect to any such infringement proceedings.\n\nIII. REPRESENTATIONS AND WARRANTIES\n\nEach Party represents and warrants to the other Party that: (i) such Party has\nthe full corporate right, power and authority to enter into this Agreement, to\ngrant the licenses granted hereunder and to perform the acts required of it\nhereunder; (ii) the execution of this Agreement by such Party, and the\nperformance by such Party of its obligations and duties hereunder, do not and\nwill not violate any agreement to which such Party is a party or by which it is\notherwise bound; (iii) when executed and delivered by such Party, this Agreement\nwill constitute the legal, valid and binding obligation of such Party,\nenforceable against such Party in accordance with its terms; (iv) such Party's\nPromotional Materials will neither infringe on any copyright, U.S. patent or any\nother third party right nor violate any applicable law or regulation and (v)\nsuch Party acknowledges that the other Party makes no representations,\nwarranties or agreements related to the subject matter hereof which are not\nexpressly provided for in this Agreement.\n\nIV. CONFIDENTIALITY\n\nEach Party acknowledges that Confidential Information may be disclosed to the\nother Party during the course of this Agreement. Each Party agrees that it shall\ntake reasonable steps, at least substantially equivalent to the steps it takes\nto protect its own propriety information, during the Term and for a period of\nthree (3) years following expiration or termination of this Agreement, to\nprevent the duplication or disclosure of Confidential Information of the other\nParty, other than by or to its employees or agents who must have access to such\nConfidential Information to perform such Party's obligations hereunder, who\nshall each agree to comply with this Section of this Agreement.\n\nV. RELATIONSHIP WITH AOL MEMBERS \n\nSolicitation of Subscribers. During the Term and for the two-year period\nfollowing the expiration or termination of this Agreement, neither ICP nor its\nagents will use the AOL Network to (i) solicit or participate in the\nsolicitation of AOL Members when that solicitation is for the benefit of any\nentity (including ICP) which could reasonably be construed to be or become in\ncompetition with AOL or (ii) promote any services which could reasonably be\nconstrued to be in competition with services available through AOL including,\nbut not limited to, services available through the Internet (e.g, the ICP\nSites). ICP may not send any AOL Member e-mail communications on or through the\nAOL Network without a \"Prior Business Relationship.\" For purposes of this\nAgreement, a \"Prior Business Relationship\" shall mean that the AOL Member has\neither (i) purchased Products from ICP through the AOL Network or (ii)\nvoluntarily provided information to ICP through a contest, registration, or\nother communication, which included clear and conspicuous notice to the AOL\nMember that the information provided by the AOL Member could result in an e-mail\nbeing sent to that AOL Member by ICP or its agents.\n\nCollection of Member Information. ICP is prohibited from collecting AOL Member\nscreennames from public or private areas of the AOL Network, except as\nspecifically provided below. ICP shall ensure that any survey, questionnaire or\nother means of collecting Member Information including, without limitation,\nrequests directed to specific AOL Member screennames and automated methods of\ncollecting screennames (an \"Information Request\") complies with (i) all\napplicable laws and regulations, (ii) AOL's applicable Terms of Service, and\n(iii) any privacy policies which have been issued by AOL in writing during the\nTerm (the \"AOL Privacy Policies\"). Each Information Request shall clearly and\nconspicuously specify to the AOL Members at issue the purpose for which Member\nInformation collected through the Information Request shall be used (the\n\"Specified Purpose\").\n\nUse of Member Information. ICP shall restrict use of the Member Information\ncollected through an Information Request to the Specified Purpose. In no event\nshall ICP (i) provide AOL Member names, screennames, addresses or other\nidentifying information (\"Member Information\") to any third party (except to the\nextent specifically (a) permitted under the AOL Privacy Policies or (b)\nauthorized by the AOL Members in question) or (ii) otherwise use any Member\nInformation in contravention of the above section regarding \"Solicitation of\nMembers.\"\n\nVI. TREATMENT OF CLAIMS\n\nLiability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER\nPARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES\n(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),\nARISING FROM THE USE OF OR INABILITY TO USE THE AOL NETWORK OR ANY OTHER\nPROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR\nANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT AS PROVIDED BELOW IN THE\n\"INDEMNITY\" SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE\nTHAT THE AGGREGATE AMOUNTS AS OF THE DATE OF THE APPLICABLE CLAIM.\n\nNo Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,\nNEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY\nREPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL NETWORK, OR\nANY AOL PUBLISHING TOOLS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR\nFITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF\nDEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE\nFOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY\nOF AOL NETWORK OR THE ICP SITES.\n\nIndemnity. Each Party will defend, indemnify, save and hold harmless the other\nParty and the officers, directors, agents, affiliates, distributors, franchisees\nand employees of the other Party from any and all third party claims, demands,\nliabilities, costs or expenses including reasonable outside and in-house\nattorney's fees (\"Liabilities\"), resulting from the indemnifying Party's\nmaterial breach of any obligation, duty, representation or warranty of this\nAgreement, except where Liabilities result from the gross negligence or knowing\nand willful misconduct of the other party.\n\nClaims. Each Party agrees to (i) promptly notify the other party in writing of\nany indemnifiable claim and give the other Party the opportunity to defend or\nnegotiate a settlement of any such claim at such other Party's expense and (ii)\ncooperate fully with the other Party, at that other Party's expense, in\ndefending or settling such claim. AOL reserves the right, at its own expense, to\nassume the exclusive defense and control of any matter otherwise subject to\nindemnification by ICP hereunder, and in such event, ICP shall have no further\nobligation to provide indemnfication for such matter hereunder.\n\nAcknowledgement. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS\nAGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN\nTHEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS\nCONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES\nAND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE\nCIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL\nBE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR\nUNENFORCEABLE PROVISION OF THIS AGREEMENT.\n\nVII. MISCELLANEOUS\n\nAuditing rights. Each Party shall maintain complete, clear and accurate records\nof all expenses, revenues, fees, transactions and related documentation\n(including agreements) in connection with the performance of this Agreement\n(\"Records\"). All such Records shall be maintained for a minimum of two (2) years\nfollowing termination of this Agreement. For the sole purpose of ensuring\n\n                                       13\n\n\n\n\n\n\n                                                                    Confidential\n\n\ncompliance with this Agreement, each Party shall have the right, at its expense,\nto direct an independent certified public accounting firm subject to strict\nconfidentiality restrictions to conduct a reasonable and necessary copying and\ninspection of portions of the Records of the other Party which are directly\nrelated to amounts payable to the Party requesting the audit pursuant to this\nAgreement. Any such audit may be conducted after twenty (20) business days prior\nwritten notice, subject to the following. Such audits shall not be made more\nfrequently than once every twelve months. No such audit of AOL shall occur\nduring the period beginning on June 1 and ending October 1. In lieu of providing\naccess to its Records as described above, a Party shall be entitled to provide\nthe other Party with a report from an independent certified public accounting\nfirm confirming the information to be derived from such Records.\n\nExcuse. Neither Party shall be liable for or be considered in breach of or\ndefault under this Agreement on account of, any delay or failure to perform as\nrequired by this Agreement as a result of any causes or conditions which are\nbeyond such Party's reasonable control and which such Party is unable to\novercome by the exercise of reasonable diligence.\n\nIndependent Contractors. The Parties to this Agreement are independent\ncontractors. Neither Party is an agent, representative or partner of the other\nParty. Neither Party shall have any right, power or authority to enter into any\nagreement for or on behalf of, or incur any obligation or liability of, or to\notherwise bind, the other Party. This Agreement shall not be interpreted or\nconstrued to create an association, agency, joint venture or partnership between\nthe Parties or to impose any liability attributable to such a relationship upon\neither Party.\n\nNotice. Any notice, approval, request, authorization, direction or other\ncommunication under this Agreement shall be given in writing and shall be deemed\nto have been delivered and given for all purposes (i) on the delivery date if\ndelivered by electronic mail on the AOL Network; (ii) on the delivery date if\ndelivered personally to the Party to whom the same is directed; (iii) one\nbusiness day after deposit with commercial overnight carrier, with written\nverification of receipt, or (iv) five business days after the mailing date,\nwhether or not actually received, if sent by U.S. mail, return receipt\nrequested, postage and charges prepaid, or any other means of rapid mail\ndelivery for which a receipt is available, to the person(s) specified below at\nthe address of the Party set forth in the first paragraph of this Agreement.\n\nNo Waiver. The failure of either Party to insist upon or enforce strict\nperformance by the other Party of any provision of this Agreement or to exercise\nany right under this Agreement shall not be construed as a waiver or\nrelinquishment to any extent of such Party's right to assert or rely upon any\nsuch provision or right in that or any other instance; rather, the same shall be\nand remain in full force and effect.\n\nReturn of Information. Upon the expiration or termination of this Agreement,\neach Party shall, upon the written request of the other Party, return or destroy\n(at the option of the Party receiving the request) all confidential information,\ndocuments, manuals and other materials specified the other Party.\n\nSurvival. Sections IV, V, VI, and VII of this Exhibit C, shall survive the\ncompletion, expiration, termination or cancellation of this Agreement.\n\nAmendment. No change, amendment or modification of any provision of this\nAgreement shall be valid unless set forth in a written instrument signed by the\nParty subject to enforcement of such amendment.\n\nFurther Assurances. Each Party shall take such action (including, but not\nlimited to, the execution, acknowledgment and delivery of documents) as may\nreasonably be requested by any other Party for the implementation or continuing\nperformance of this Agreement.\n\nAssignment. ICP shall not assign this Agreement or any right, interest or\nbenefit under this Agreement without the prior written consent of AOL. Subject\nto the foregoing, this Agreement shall be fully binding upon, inure to the\nbenefit of and be enforceable by the Parties hereto and their respective\nsuccessors and assigns.\n\nConstruction; Severability. In the event that any provision of this Agreement\nconflicts with the law under which the law under which this Agreement is to be\nconstrued or if any such provision is held invalid by a court with jurisdiction\nover the Parties to this Agreement, (i) such provision shall be deemed to be\nrestated to reflect as nearly as possible the original intentions of the Parties\nin accordance with applicable law, and (ii) the remaining terms, provisions,\ncovenants and restrictions of this Agreement shall remain in full force and\neffect.\n\nRemedies. Except where otherwise specified, the rights and remedies granted to a\nParty under this Agreement are cumulative and in addition to, and not in lieu\nof, any other rights or remedies which the Party may possess at law or in\nequity.\n\nApplicable Law; Jurisdiction. This Agreement shall be interpreted, construed and\nenforced in all respects in accordance with the laws of the Commonwealth of\nVirginia except for its conflicts of laws principles. Each Party irrevocably\nconsents to the exclusive jurisdiction of the courts of the Commonwealth of\nVirginia and the federal courts situated in the Commonwealth of Virginia, in\nconnection with any action to enforce the provisions of this Agreement, to\nrecover damages or other relief for breach or default under this Agreement, or\notherwise arising under or by reason of this Agreement.\n\nExport Controls. Both parties shall adhere to all applicable laws, regulations\nand rules relating to the export of technical data and shall not export or\nre-export any technical data, any products received from the other Party or the\ndirect product of such technical data to any proscribed country listed in such\napplicable laws, regulations and rules unless properly authorized.\n\nHeadings. The captions and headings used in this Agreement are inserted for\nconvenience only and shall not affect the meaning or interpretation of this\nAgreement.\n\nCounterparts. This Agreement may be executed in counterparts, each of which\nshall be deemed an original and all of which together shall constitute one and\nthe same document.\n\n                                       14\n\n\n\n                                                                    Confidential\n                                   EXHIBIT E\n\n                  Format For ICP's Presence on the AOL Network\n\no  Any ICP trademark or logo\no  Any headline or picture from ICP content\no  Any teaser, icon, link to ICP Site or Welcome Mat\no  Any other Content which originates from, describes or promotes ICP or ICP's \n   Content\n\n\n\n                                       15\n\n\n\n\n                                                                    Confidential\n\n\n                                    EXHIBIT F\n\n        Detailed Schedule and Bona-Fide Value of ICP In-Kind Commitments\n\n\n\n                 In-Kind Commitment                                           Bona Fide Value\n                 ------------------                                           ---------------\n                                                                                     \n1.    Daily mentions in the \"Ask the Family Doctor\"                              $_________\n      syndicated column (in newspapers with daily\n      circulation of [*]); [*] total impressions\n      for the mentions\n2.    Mentions in Kaleidoscope TV; approximately                                 $_________\n      [*] annual impressions for the mentions\n3.    Mentions in monthly NBC Today Show segment;                                $________\n      approximately [*] impressions for the\n      mentions\n4.    Mentions on the \"American Baby\" show on the Lifetime Network;\n      approximately [*] impressions for the mentions\n5.    Mentions on CNNfn, 30 weekly segments, 3-4                                 $_________\n      minutes each segment\n\n\n\nFor the purposes hereof, with respect to each promotion specified above, a\n\"mention shall mean a coherent spoken or graphic reference to the relevant ICP\nkeyword and\/or area on AOL, which shall also include at a minimum a reference to\n\"America Online\" and\/or \"AOL.\" Additionally, the mentions shall be exclusive to\nAOL (i.e., they shall not mention or refer to any ICP Interactive Site).\n\n\n\n\n                                       16\n\n[*] Confidential treatment requested.\n\n\n\n\n                                                                    Confidential\n\n                                    EXHIBIT G\n\n                              Impressions Guarantee\n\n\n\n--------------------------------------------------------------------------------\nPlacement                              Impressions                   Valuation\n\n--------------------------------------------------------------------------------\nFamilies Screen                         [*]                          [*]\n--------------------------------------------------------------------------------\nChildren's Health Screen                [*]                          [*]\n--------------------------------------------------------------------------------\nCareers Screen                          [*]                          [*]\n--------------------------------------------------------------------------------\nGetting Started Screen                  [*]                          [*]\n--------------------------------------------------------------------------------\nHealth Screen                           [*]                          [*]\n--------------------------------------------------------------------------------\nIllnesses Screen                        [*]                          [*]\n-------------------------------------------------------------------------------\nLifestyles Screen                       [*]                          [*]\n\n \"Other\"                                [*]                          [*]\n\n(i.e., additional placement of ICP\nContent on the AOL Network as\ndetermined by AOL in its discretion\n--------------------------------------------------------------------------------\n\n                                       17\n\n[*] Confidential treatment requested.\n\n\n\n                                                                    Confidential\n\n\n\n                                    EXHIBIT H\n\n                         New Member Acquisition Programs\n\nA.    Download banner on ICP web site and promotions specified in Section 2.5 --\n      bounties shall be [*] for each New Member.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       18\n\n[*] Confidential treatment requested.\n\n\n                                                                    Confidential\n                                    EXHIBIT I\n\n                  CERTIFICATION OF COMPLIANCE WITH COMMITMENTS\n                      REGARDING PROMOTIONS AND EXCLUSIVITY\n\n\nPursuant to Section 3 of the Interactive Services Agreement between\n________________ (\"ICP\") and America Online, Inc. (\"AOL\"), dated as of\n___________________,1997 (the \"Agreement\"), the following report is delivered to\nAOL for the month ending ____________ (the \"Month\"):\n\nI.    Promotional Commitments\n\nICP hereby certifies to AOL that ICP completed the following promotional\ncommitments during the Month:\n\n   Type of Promotion    Date(s) of   Duration\/Circulation of   Relevant\n                        Promotion    Promotion                 Contract\n                                                               Section\n--------------------------------------------------------------------------------\n1.\n\n--------------------------------------------------------------------------------\n\n2.\n--------------------------------------------------------------------------------\n\n3.\n--------------------------------------------------------------------------------\n\n\n\n\n\nIN WITNESS WHEREOF, this Certificate has been executed this ___ day of\n___________, 199_\n\n\n__________________________________________\n\nBy:_______________________________________\n\nPrint Name: ______________________________\n\n\nTitle: ___________________________________\n\n\nDate: ____________________________________\n\n\n                                       19\n\n\n\n\n\n                                                                    Confidential\n\n\n                                    EXHIBIT J\n\n                            TECHNICAL SPECIFICATIONS\n\n1.    Browser Table (attached hereto)\n\n2.    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