Make Good Period. After the end of the Extended Term to make good if the Click Commitment is not met. Placement of US SEARCH Links during the Make Good Period shall be in the Yahoo People Search area or such other locations as the parties may reasonably agree upon. During the Make Good Period, US SEARCH has no fixed payment obligation as set forth in Section 8.1(a) but the revenue share payments as set forth in
... Section 8.1(b) must continue. If Yahoo has not met the Click Commitment by the end of the Make Good Period, Yahoo must refund pro-rata to US SEARCH the unearned portion of the Total Contract Payment (as defined below in Section 8.1(a)) based on the actual number of Clicks that were not delivered. Meeting the Click Commitment alone does not release Yahoo from other obligations under the Agreement. Yahoo will promote US SEARCH in a substantially similar and consistent manner before and after satisfying the Click Commitment. *** THIS INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR AN ORDER GRANTING CONFIDENTIAL TREATMENT OF SUCH INFORMATION IN ACCORDANCE WITH RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 3 B. Reports: Yahoo will make available on a daily basis to US SEARCH, through its online reporting system, the Page View, Click and click-through rate data by day, by specific US SEARCH Link at each specific location for all US SEARCH Search Modules, Enhanced Graphic Links, US SEARCH Wide Buttons, US SEARCH GRAPHIC Links, US SEARCH Banners, and their associated text links. For all other hard coded text links the report(s) stated above will be made on a monthly basis due no later than 7 calendar days after the end of the preceding month. C. Furthermore, Yahoo will permit US SEARCH, at US SEARCH's expense, to retain a reputable, independent certified public accounting firm that is reasonably acceptable to Yahoo solely for the purpose of reviewing, at a mutually agreed upon time during normal business hours, those records of Yahoo that relate to the record of Clicks delivered under this Agreement. In the event that any review reveals an under delivery of what has been reported by more than ten (10) percent, Yahoo will pay the costs of such review, including, but not limited to, the costs and fees of the accounting firm selected by US SEARCH. Any under delivery will result in a "make good" as set forth above in Section 7.1(A) or such other remedy as the parties may agree upon.
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