Common use of Closed Captioning Clause in Contracts

Closed Captioning. Licensee shall render and/or pass through all closed caption files provided by Licensor in connection with each Included Program exhibited on the Licensed Service in accordance with the 21st Century Communication and Video Programming Accessibility Act, as promulgated by the requirements, rules and regulations of the Federal Communications Commission, as may be amended, modified or supplemented (the “CVAA”) and applicable law. To the extent Licensor has not provided closed caption files for an Included Program, Licensee shall have no obligation to make such Included Program available on the Licensed Service in the United States. To the extent Licensee requests or uses closed caption files in a format not included in the CVAA safe harbor, Licensor makes no representations or warranties with respect to the closed captioning files delivered to Licensee in such format hereunder. The risk of liability in connection with the use of closed captioning files in such format shall be borne solely by Licensee. Licensee shall indemnify and hold harmless Licensor and its officers, directors, equity owners, employees and other representatives and its parents, subsidiaries and affiliates and their officers, directors, equity owners, employees and other representatives from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising from or in connection with such format for the closed captioning of the Included Programs on the Licensed Service.