Common use of Cost Structure Clause in Contracts

Cost Structure. a. The fee for the placements and other rights provided under this Agreement for the Term is [*****], of which [*****] shall be paid within five business days of the date of this Agreement, with the balance to be paid in twelve payments of [*****] due by the last day of each month of the Term commencing on the month of the Launch Date. The initial [*****] fee, in consideration of the exclusivity granted hereunder and for the cost of setting up the Vitamin Shoppe promotions on the OnHealth Website, shall be deemed earned and due as of the Effective Date. b. After OnHealth delivers [*****] OnHealth Customers, Vitamin Shoppe will pay OnHealth [*****] for each additional unique OnHealth Customer delivered to Vitamin Shoppe. Such payments, if any, shall be made by the last day of the month following the month in which such payments arose. c. Depending on availability, Vitamin Shoppe shall have the option to purchase additional banner advertisements from OnHealth at a [*****], which OnHealth represents is significantly lower than OnHealth's current published rate. Should OnHealth's published rate [*****] Vitamin Shoppe may purchase such additional banner advertisements at a cost [*****] of OnHealth's [*****]. d. On Health will use commercially reasonable efforts to maintain the OnHealth Website and display the Vitamin Shoppe Advertising Content pursuant to the terms of this Agreement twenty four hours per day each day during the Term. OnHealth shall install and maintain a commercially acceptable system of collecting information about impressions and other data relating to the use of the Advertising Content. OnHealth warrants to Vitamin Shoppe that it will make reasonable effort to perform under this agreement in a competent manner. If despite OnHealth's efforts, for any 24 hour period a majority of the Vitamin Shoppe promotions or placements, or the links contained therein, are not viewable or operational (a "Blackout Period"), and by the end of the term OnHealth has not delivered all impressions required above, OnHealth shall provide Vitamin Shoppe with a [*****] to be paid by Vitamin Shoppe hereunder pursuant to Section 11(a) of this Agreement and the Term shall be extended by an amount of time equal to the Blackout Period. In the event a Blackout Period lasts more than seventy-two (72) consecutive hours, Vitamin Shoppe's payment obligations will be suspended until end of Blackout Period, and the Term shall be suspended for the duration of such Blackout Period.

Cost Structure. a. The fee for the placements and other rights provided under this Agreement for the Term is [*****], of which [*****] shall be paid within five [*****] business days of the date of this Agreement, with the balance to be paid in twelve payments of [*****] due by the last day of each month of the Term commencing on the month of the Launch Date. The initial [*****] fee, in consideration of the exclusivity granted hereunder and for the cost of setting up the Vitamin Shoppe promotions on the OnHealth Website, shall be deemed earned and due as of the Effective Date. b. After OnHealth delivers [*****] OnHealth Customers, Vitamin Shoppe will pay OnHealth [*****] for each additional unique OnHealth Customer delivered to Vitamin Shoppe. Such payments, if any, shall be made by the last day of the month following the month in which such payments arose. c. Depending on availability, Vitamin Shoppe shall have the option to purchase additional banner advertisements from OnHealth at a [*****], which OnHealth represents is significantly lower than OnHealth's current published rate. Should OnHealth's published rate [*****] Vitamin Shoppe may purchase such additional banner advertisements at a cost [*****] of OnHealth's [*****]. d. On Health will use commercially reasonable efforts to maintain the OnHealth Website and display the Vitamin Shoppe Advertising Content pursuant to the terms of this Agreement twenty four hours per day each day during the Term. OnHealth shall install and maintain a commercially acceptable system of collecting information about impressions and other data relating to the use of the Advertising Content. OnHealth warrants to Vitamin Shoppe that it will make reasonable effort to perform under this agreement in a competent manner. If despite OnHealth's efforts, for any 24 hour period a majority of the Vitamin Shoppe promotions or placements, or the links contained therein, are not viewable or operational (a "Blackout Period"), and by the end of the term OnHealth has not delivered all impressions required above, OnHealth shall provide Vitamin Shoppe with a [*****] to be paid by Vitamin Shoppe hereunder pursuant to Section 11(a) of this Agreement and the Term shall be extended by an amount of time equal to the Blackout Period. In the event a Blackout Period lasts more than seventy-two (72) consecutive hours, Vitamin Shoppe's payment obligations will be suspended until end of Blackout Period, and the Term shall be suspended for the duration of such Blackout Period.