OTHER ADULT PROGRAMMING PROVIDED BY NETWORK WHICH IS AVAILABLE ON
THE APPLICABLE SYSTEM; AND (III) ANY WEBSITE SPONSORED OR MAINTAINED BY
NETWORK.
NETWORK AGREES THAT IN THE EVENT NETWORK INCLUDES ANY NETWORK
COMMERCIALS ON THE PLEASURE SERVICE AGGREGATING IN EXCESS OF [***] PER [***]
BLOCK OF PROGRAMMING, NETWORK SHALL PAY AFFILIATE [***] PERCENT ([***]%) OF
[***] ("AFFILIATE'S COMMERCIAL SHARE") ON ALL REVENUES FROM MERCHANDISE OR
SERVICES (EXCLUDING REVENUES FROM WEBSITES), SOLD BY NETWORK COMMERCIALS TO
RESPONDENTS WHO ARE BASIC SUBSCRIBERS IN THE PLEASURE SYSTEMS' [***] AREAS.
NETWORK FURTHER AGREES THAT IN THE EVENT NETWORK INCLUDES ANY WEBSITE
COMMERCIALS OR PROMOTIONS ON THE PLEASURE SERVICE, NETWORK SHALL PAY AFFILIATE
[***] PERCENT ([***]%) OF [***] ("AFFILIATE'S WEB SHARE") OF ALL REVENUES FROM
MERCHANDISE OR SERVICES (INCLUDING MEMBERSHIPS IN WEBSITES) SOLD BY THE WEBSITES
TO RESPONDENTS WHO ARE BASIC SUBSCRIBERS IN THE PLEASURE SYSTEMS' [***] AREAS.
IF AFFILIATE SHARES A SERVICE AREA WITH ANOTHER PROVIDER(S) OF THE PLEASURE
SERVICE, THEN THE AFFILIATE'S COMMERCIAL SHARE AND THE AFFILIATE'S WEB SHARE
SHALL BE PRO-RATED ACCORDING TO THE PERCENTAGE OF THE [***] BY THE AFFILIATE AND
THE OTHER PROVIDER(S).
"[***]" SHALL MEAN [***].
E.
IN ADDITION, FOR EACH MONTH DURING THE TERM, NETWORK SHALL PAY TO
AFFILIATE [***] PERCENT ([***]%) OF THE [***] (AS DEFINED HEREIN) ATTRIBUTABLE
TO ANY CUSTOMER ACCESSING OR USING ANY OF NETWORK'S (AND/OR ANY OF NETWORK'S
PARENT'S, SUBSIDIARY'S OR AFFILIATE'S) INTERNET WEBSITES, INCLUDING, WITHOUT
LIMITATION, THE WEBSITE CURRENTLY KNOW AS "TEN.COM" (EACH, A "NETWORK WEBSITE"),
PROVIDED THAT:
(I) THE NETWORK WEBSITE IS PROMOTED ON THE PLEASURE SERVICE
DISTRIBUTED BY A SYSTEM SERVING THE [***] AREA OF SUCH CUSTOMER; AND (II) SUCH
CUSTOMER IS A CABLE TELEVISION SUBSCRIBER WITHIN THE SERVICE AREA OF SUCH
SYSTEM.
"[***]" MEANS, FOR EACH CUSTOMER, THE [***] BILLED TO SUCH CUSTOMER FOR
ACCESS TO, OR USE OF, THE NETWORK WEBSITE, WHETHER ON A [***] BASIS, ON A [***]
BASIS, ON A [***] BASIS OR ANY OTHER BASIS OF CHARGING A FEE TO CUSTOMERS FOR
ACCESS TO, OR USE OF, THE NETWORK WEBSITE.
FOR CUSTOMERS RESIDING IN A [***]
AREA WHERE THERE ARE [***] OR MORE DISTRIBUTORS OF THE PLEASURE SERVICE,
4
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
NETWORK SHALL ALLOCATE [***] PURSUANT TO THIS SECTION 3.E. BETWEEN OR AMONG SUCH
DISTRIBUTORS BASED ON THE PERCENTAGE OF THE AGGREGATE NUMBER OF SUBSCRIBERS TO
THE PLEASURE SERVICE THAT ARE SERVED BY EACH SUCH DISTRIBUTOR IN THE [***]
AREA.
NETWORK REPRESENTS AND WARRANTS THAT ALL INTERNET CUSTOMERS WILL BE
REQUIRED TO SIGN-ON TO ANY NETWORK WEBSITE THROUGH A "JOIN PAGE" PRIOR TO BEING
GRANTED ACCESS TO ANY CONTENT ON ANY NETWORK WEBSITE.
SUCH JOIN PAGE SHALL
REQUIRE ANY NEW CUSTOMER DESIRING ACCESS TO THE NETWORK WEBSITE TO PROVIDE
CERTAIN IDENTIFYING INFORMATION, INCLUDING, WITHOUT LIMITATION, A