Common use of Database Updates Clause in Contracts

Database Updates. Subject to Section 3.2, during the Update Term, LookSmart shall provide Microsoft with Database Updates. LookSmart shall deliver the Database Updates to Microsoft as frequently as may be reasonably requested by Microsoft, provided that LookSmart agrees that: (i) starting no later than as soon as is reasonably practicable, but in any event no later than three (3) months (for the purposes of this Section 3.1, the "Update Start-up Period") following the Effective Date, Microsoft will receive Database Updates from LookSmart once per day at a mutually agreed upon time of day by delivery of a complete refreshed copy of the Database (as delivered by LookSmart up to the time of the delivery) as more completely set forth in Exhibit B attached hereto and incorporated herein by this reference and (ii) prior to the Update Start-up Period, Microsoft will receive Database Updates from LookSmart once per week on a mutually agreed upon day and at a mutually agreed upon time of day by delivery of a complete refreshed copy of the Database (as delivered by LookSmart up to the time of the delivery) in the format set out in Section 2 of this Agreement. If, after the Update Start-up Period, LookSmart does not provide Microsoft with a Database Update at least once daily for more than five (5) days in any one- half Year period, Microsoft may, upon Microsoft's notice to LookSmart made within ninety (90) days of the end of such one-half Year period, as Microsoft's sole remedy for such non-performance, receive a payment of the following amount from LookSmart: (i) if the total number of days during the one-half Year period for which LookSmart does not deliver a Database Update is thirty-five (35) or fewer, a per day amount of [**] for day six (6) and each additional day over six (6) days; (ii) if the total number of days during the one-half Year period for which LookSmart does not deliver a Database Update is thirty-six (36) or more, a per day amount of [**] for day six (6) and each additional day over six (6) days. Any amounts due under this Section 3.1, shall have no affect on any amounts due under Section 7 and shall be due and payable within ten (10) business days of Microsoft's submitting an invoice to LookSmart for the applicable amount, and the election of Microsoft to receive such amount shall prohibit Microsoft from pursuing any other remedy that may be available to Microsoft under Section 12 of this Agreement or otherwise.