Common use of Customization Clause in Contracts

Customization. ICP shall customize all ICP Programming and the ICP Internet Site for AOL Members as follows: (a) ICP shall customize and co-brand the ICP Internet Site for distribution over certain AOL Properties as more particularly described on Exhibit A-1. The customization and co-branding described in Exhibit A-1 represents the manner in which AOL currently contemplates that such customization and co-branding will appear. ICP shall make any reasonable changes to the customization and/or co-branding requirements of any AOL Property that may occur during the Term. (b) ICP shall ensure that AOL Members accessing the ICP Programming or linking to the ICP Internet Site do not receive advertisements, promotions or links (i) for any Interactive Service or (ii) in violation of the applicable AOL Property's then-standard advertising policies. ICP shall ensure that AOL Members accessing the ICP Programming or linking to the ICP Internet Site do not receive advertisements, promotions or links in a category in which AOL or the applicable AOL Property has an [****] another [****] to a third party; provided, however, that if ICP is in violation of the terms of this Section 5.2(b) due to AOL's failure to inform ICP of such category and such violation is not willful or repeated, then AOL's [****] shall [****] require that ICP promptly (within two (2) business days) [****] any such [****], or [****] (or otherwise [****] of [****]). (c) ICP shall provide continuous navigational ability for AOL Members to return to an agreed-upon point on the applicable AOL Property (for which AOL shall supply the proper address) from ICP Internet Site or ICP Programming (e.g., the point on the applicable AOL Property from which such site is linked), which, at AOL's option, may be satisfied through the use of a hybrid browser format. ICP shall ensure that navigation back to the AOL Network from the ICP Internet Site, whether through a particular pointer or link, the "back" button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by ICP through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any html pop-up window or any other similar device. Rather, such AOL traffic shall be pointed directly back to the AOL Network as designated by AOL. --------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) Upon AOL's request, ICP shall use AOL's tools and technology for all community-related utilities and functionality (including, without limitation, chat, message boards, and web page community services such as AOL Hometown) within ICP Programming and the ICP Internet Site and any registration or similar processes permitted hereunder (once AOL's registration tools become available) to the extent technically feasible and to the extent such tools and technology can be integrated in a substantially similar manner as ICP's current tools in terms of user experience.

Customization. ICP shall customize all ICP Programming and the ICP Internet Site for AOL Members as follows: (a) 5.2.1 ICP shall customize and co-brand the ICP Internet Site for distribution over certain AOL Properties as more particularly described on Exhibit A-1A-3. The customization and co-branding described in Exhibit A-1 A-3 represents the manner in which AOL currently contemplates that such customization and co-branding will appear. ICP shall make any reasonable changes to the customization and/or co-branding requirements of any AOL Property that may occur during the Term. (b) 5.2.2 ICP shall ensure that AOL Members accessing the ICP Programming or linking to the ICP Internet Site do not receive any advertisements, promotions promotions, links, or links pointers (i) for any Interactive Service entity reasonably construed to be in competition with AOL or any AOL Property, (ii) for any entity in an Exclusive Category without AOL's prior written consent, or (iii) otherwise in violation of the applicable AOL Property's then-standard advertising policies. ICP shall ensure that AOL Members accessing the ICP Programming or linking to the ICP Internet Site do not receive advertisements, promotions or links in a category in which AOL or the applicable AOL Property has an [****] another [****] to a third party; provided, however, that if ICP is in violation of the terms of this Section 5.2(b) due to AOL's failure to inform ICP of such category and such violation is not willful or repeated, then AOL's [****] shall [****] require that ICP promptly (within two (2) business days) [****] any such [****], or [****] (or otherwise [****] of [****]). (c) 5.2.3 ICP shall provide continuous navigational ability for AOL Members to return to an agreed-upon point on the applicable AOL Property (for which AOL shall supply the proper address) from ICP Internet Site or ICP Programming (e.g., the point on the applicable AOL Property from which such site is linked), which, at AOL's option, may be satisfied through the use of a hybrid browser format. ICP shall ensure that navigation back to the AOL Network from the ICP Internet Site, whether through a particular pointer or link, the "back" button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by ICP through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any html pop-up window or any other similar device. Rather, such AOL traffic shall be pointed directly back to the AOL Network as designated by AOL. --------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) Upon AOL's request, ICP shall use AOL's tools and technology for all community-related utilities and functionality (including, without limitation, chat, message boards, and web page community services such as AOL Hometown) within ICP Programming and the ICP Internet Site and any registration or similar processes permitted hereunder (once AOL's registration tools become available) to the extent technically feasible and to the extent such tools and technology can be integrated in a substantially similar manner as ICP's current tools in terms of user experience.

Customization. ICP shall customize all ICP Programming and the ICP Internet Site for AOL Members as follows: (a) ICP shall customize and co-brand the ICP Internet Site for distribution over certain AOL Properties as more particularly described on Exhibit A-1. The customization and co-branding described in Exhibit A-1 represents the manner in which AOL currently contemplates that such customization and co-branding will appear. ICP shall make any reasonable changes to the customization and/or co-branding requirements of any AOL Property that may occur during the Term. Confidential Materials omitted and filed separately with the Securities and Exchange Commission Asterisks denote omissions. (b) Unless otherwise agreed upon by the Parties, ICP shall ensure that AOL Members accessing the ICP Programming or linking to the ICP Internet Site do not receive advertisements, promotions or links (i) for any Interactive Service entity reasonably construed to be in competition with AOL or any AOL Property, (ii) in violation of the applicable AOL Property's then-standard advertising policies. ICP shall ensure that AOL Members accessing the ICP Programming or linking to the ICP Internet Site do not receive advertisements, promotions or links in a category in which AOL or the applicable AOL Property has an [****] another [****] to a exclusive or other premier relationship with any third party; provided, however, that if ICP is or (iii) otherwise in violation of the applicable AOL Property's standard advertising policies, which are subject to change from time to time at AOL's reasonable discretion. AOL represents and warrants that it has delivered to ICP copies of the current versions -of the standard advertising policies for each of the AOL Properties which constitute the subject of this Agreement and has notified ICP of the categories in which AOL maintains (as of the Effective Date) exclusive relationships with any third party commerce partner. AOL shall notify ICP of changes to such list of categories from time to time, and ICP shall not be deemed to have breached the terms of this Section 5.2(b) due with respect to AOL's failure advertisements, promotions or links in categories with respect to inform which AOL has not notified ICP of an exclusive relationship with a third party, so long as (i) such category exclusive relationship was in full force and effect prior to the inclusion of such violation is not willful promotions, advertisements or repeatedlinks and (ii) CCBN removes any such promotions, then AOL's links or advertisements within five (5) days following notification by AOL that an exclusive relationship with a third party exists. AOL shall use commercially reasonable efforts to ensure that ICP will not, by reason of this Section 5.2(b), be [**] through the ICP Internet Site and ICP Programming, provided that the Parties agree that AOL does not guarantee that ICP will [**] shall [****] require that through the ICP promptly (within two (2) business days) [****] any such [****], or [****] (or otherwise [****] of [****])Internet Site and/or ICP Programming. (c) ICP shall provide continuous navigational ability for AOL Members to return to an agreed-upon point on the applicable AOL Property (for which AOL shall supply the proper address) from ICP Internet Site or ICP Programming (e.g., the point on the applicable AOL Property from which such site is linked), which, at AOL's option, may be satisfied through the use of a hybrid browser format. ICP shall ensure that navigation back to the AOL Network from the ICP Internet Site, whether through a particular pointer or link, the "back" button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by ICP through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any html pop-up window or any other similar device. Rather, such AOL traffic shall be pointed directly back to the AOL Network as designated by AOL. --------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDEDConfidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. (d) Upon AOL's request, ICP shall use AOL's tools and technology for all community-community- related utilities and functionality (including, without limitation, chat, message boards, and web page community services such as AOL Hometown) within ICP Programming and the ICP Internet Site and any registration or similar processes permitted hereunder in the event that (once AOL's registration 1) ICP desires to incorporate any such types of tools become availableand functionality into the ICP Internet Site and/or the ICP Programming and (2) to the extent technically feasible and to the extent such relevant AOL tools and technology can be integrated are [**]with those [**]. The Parties hereby acknowledge and agree that in a substantially similar manner as ICP's current no event shall the ICP Internet Site or ICP Programming contain the tools in terms and technology of user experienceany AOL competitor without the express written consent of AOL.

Customization. ICP shall customize all ICP Programming and the ICP ------------- Internet Site for AOL Members as follows: (a) 5.2.1 ICP shall customize and co-brand the ICP Internet Site for distribution over certain AOL Properties as more particularly described on Exhibit A-1A-3. The customization and co-branding described in Exhibit A-1 A-3 represents the manner in which AOL currently contemplates that such customization and co-branding will appear. ICP shall make any reasonable changes to the customization and/or co-branding requirements of any AOL Property that may occur during the Term. (b) 5.2.2 ICP shall ensure that AOL Members accessing the ICP Programming or linking to the ICP Internet Site do not receive advertisements, promotions or links (i) for the benefit of any Interactive Service (excluding an Interactive Service whose primary business is the provision of health and/or medical related Content to the public and/or private sector), or (ii) otherwise in violation of the applicable AOL Property's then-standard advertising policies. In addition, ICP shall ensure that AOL Members accessing use commercially reasonable efforts to not promote products, goods or services within the ICP Programming or linking to on the ICP Internet Site do not receive advertisements, promotions or links in a category in which AOL or the applicable AOL Property has an [****] another [****] to a third party; provided, however, that if ICP is in violation of the terms of this Section 5.2(b) due to AOL's failure to inform ICP of such category and such violation is not willful exclusive or repeated, then AOL's [****] shall [****] require that ICP promptly (within two (2) business days) [****] any such [****], or [****] (or otherwise [****] of [****])other preferential relationship. (c) 5.2.3 ICP shall provide continuous navigational ability for AOL Members to return to an agreed-upon point on the applicable AOL Property (for which AOL shall supply the proper address) from ICP Internet Site or ICP Programming (e.g., the point on the applicable AOL Property from which such site is linked), which, at AOL's option, may be satisfied through the use of a hybrid browser format. ICP shall ensure that navigation back to the AOL Network from the ICP Internet Site, whether through a particular pointer or link, the "back" button on an Internet browser, the closing of an active window, or any other return mechanism, shall not be interrupted by ICP through the use of any intermediate screen or other device not specifically requested by the user, including without limitation through the use of any html pop-up window or any other similar device. Rather, such AOL traffic shall be pointed directly back to the AOL Network as designated by AOL. --------------- [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) Upon AOL's request, ICP shall use AOL's tools and technology for all community-related utilities and functionality (including, without limitation, chat, message boards, and web page community services such as AOL Hometown) within ICP Programming and the ICP Internet Site and any registration or similar processes permitted hereunder (once AOL's registration tools become available) to the extent technically feasible and to the extent such tools and technology can be integrated in a substantially similar manner as ICP's current tools in terms of user experience.