Common use of Restrictions on License Clause in Contracts

Restrictions on License. Licensee agrees that without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in Section 2.1;; or otherwise permitted in this Agreement; and (c) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Licensee’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted Use.

Restrictions on License. 2.1 Licensee agrees that without the specific written consent of Licensor, Licensor or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Licensee shall not knowingly Transmit any Included Program may be delivered, transmitted or exhibited to anyone other than for a Personal Use; (c) Licensee shall not Transmit any Included Program other than as set forth in at Section 2.1;; or otherwise permitted in this Agreement2.1 and Section 3.5 of the Principal Terms; and (cd) no person or entity shall be authorized by Licensee to do any of the acts forbidden hereinherein . 2.2 Licensor acknowledges that Licensee may use third party independent contractors or other third parties to deliver its services (“ Third Party Contractors”) and such use shall not be deemed a breach hereof; provided, that Licensee shall not be relieved of any of its obligations under this Agreement as a result of such use. Licensee shall promptly notify Licensor be responsible for ensuring that all Third Party Contractors comply with the terms of this Agreement when performing services related to this Agreement and any unauthorized transmissions act or exhibitions omission by such Third Party Contractors that would be a breach of any Included Program this Agreement if done or failed to be done by Licensee shall be deemed to be a breach of which it becomes aware; provided, however, that this Agreement by Licensee’s inadvertent failure to do so . 2.3 Licensee shall not be considered a breach hereunder provided that such unauthorized transmission permitted in any event to offer or exhibition is de minimus conduct promotional campaigns for the Included Programs offering free buys, including without limitation “ two-for-one” promotions (by coupons, rebate or otherwise immaterial in natureotherwise) without Licensor’s prior written consent. No Included Program shall be transmitted or exhibited by Licensee (and Licensee shall cause each not charge any club fees, access fees, monthly service fees or similar periodic fees (whether direct or indirect) for the privilege of being able to view the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of Programs on a Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize Demand basis on the transmission of any Included Program other than for Permitted UseLicensed Service.

Restrictions on License. Licensee Comcast agrees that without the specific written consent of LicensorStudio, or except as otherwise set forth herein: herein (including Section 4.2): (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in Section 2.1;; or otherwise permitted in this Agreement; and (c) no person or entity shall be authorized by Licensee Comcast to do any of the acts forbidden herein. Licensee Comcast shall promptly notify Licensor Studio of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that LicenseeComcast’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee Comcast (and Licensee Comcast shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee Comcast shall not authorize (and shall cause the Systems to not authorize) the transmission of any Included Program other than for Permitted Personal Use. Midcontinent Communications. Subject to Comcast then holding an ownership interest in, and managing the programming of, Midcontinent Communications, the parties acknowledge and agree that, only at such time that Midcontinent Communications has elected to distribute Included Programs on a DHE basis, Midcontinent Communications shall be covered by the terms and conditions of this Agreement and shall have all the rights, and shall be subject to all the obligations, of Comcast hereunder; provided, however, that the websites, applications and/or other services utilized by Midcontinent Communications for the distribution of Included Programs shall be branded by Midcontinent Communications (e.g., “Midcomm” or “Midco”). Comcast shall be responsible for any breach of this Agreement committed by Midcontinent Communications as if such breach was committed by Comcast hereunder.

Restrictions on License. Licensee Comcast agrees that without the specific written consent of LicensorStudio, or except as otherwise set forth herein: herein (including Section 4.2): (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in Section 2.1;; or otherwise permitted in this Agreement; and (c) no person or entity shall be authorized by Licensee Comcast to do any of the acts forbidden herein. Licensee Comcast shall promptly notify Licensor Studio of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that LicenseeComcast’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee Comcast (and Licensee Comcast shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee Comcast shall not authorize (and shall cause the Systems to not authorize) the transmission of any Included Program other than for Permitted Personal Use. Midcontinent Communications. Subject to Comcast then holding an ownership interest in, and managing the programming of, Midcontinent Communications, the parties acknowledge and agree that, only at such time that Midcontinent Communications has elected to distribute Included Programs on a DHE basis, Midcontinent Communications shall be covered by the terms and conditions of this Agreement and shall have all the rights, and shall be subject to all the obligations, of Comcast hereunder; provided, however, that the websites, applications and/or other services utilized by Midcontinent Communications for the distribution of Included Programs shall be branded by Midcontinent Communications (e.g., “Midcomm” or “Midco”).

Restrictions on License. Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way, separate and apart from the SVOD Service (i.e. other than the technical distribution of the SVOD Service by third party contractors (namely technical hosting, billing, signup and streaming partners which provide technical delivery services on behalf of Licensee to subscribers) in accordance with clause 25; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in Section Clause 2.1;; or (c) except as otherwise permitted provided for in this AgreementClauses 2.6 and 2.7 of Schedule B, each Included Program must remain in its approved level of resolution and not up-converted; and (cd) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein. Licensor reserves the right to conduct an initial inspection of and approve the picture quality and user experience of the SVOD Service within sixty (60) days of the Launch Date. Thereafter, when Licensee makes any modification that results in a material adverse change to the picture quality and user experience of the SVOD Service, Licensee shall promptly so notify Licensor, and Licensor shall have the right to inspect and approve such modified picture quality and user experience. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. Notwithstanding anything to the contrary in this Agreement, including without limitation this Clause 2.4, Licensee shall be permitted to offer the SVOD Service, including the Included Programs licensed hereunder, on Approved Devices via Approved Delivery where a Registered User must use a third party software or service (including without limitation an Application) and/or make payment to a third party to access the SVOD Service (e.g., pay an additional charge or subscription fee to a service provider in order to access the bundled service that provides the ability to subscribe to the SVOD Service) (“Third Party Fees”); provided that Licensee represents and warrants that it shall not receive any portion of such Third Party Fees at any time and provided, howeverfurther, that such Third Party Fees are not charged on a transactional video-on-demand or per-view basis. Such third parties may also offer interactive features, such as chat functionality or other communication features, that overlay the SVOD Service but are not initiated by Licensee’s inadvertent failure . By way of example only, the SVOD Service may be offered through a game console such as the Sony PlayStation 3 or Microsoft Xbox, wherein access to do so shall not be considered a breach hereunder provided that the SVOD Service by Registered Users through such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee (and Licensee shall cause each of Approved Device requires the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part payment of a Licensed Third Party Fee to Sony Corporation of America or Microsoft Corporation (in addition to subscription fees billed by Licensee) for access to the SVOD Service in or a tier of or bundled service that includes the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted UseSVOD Service.

Restrictions on License. Licensee agrees that without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film may be delivered, transmitted or exhibited (i) by any means other than as set forth part of the Licensed Service, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Section 2.1;Affiliated Hotels, (iv) outside of the Territory, or (v) outside its License Period; or otherwise permitted in this Agreement; and (cd) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit or deliver the Licensed Films in a high definition up-converted or analogous format or in a low resolution, down-converted, or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect the picture quality of the Licensed Service at such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve any such issues prior to suspension. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Program Licensed Film of which it becomes aware; provided, however, that Licensee’s the inadvertent failure to do so provide such notice shall not be considered a breach hereunder of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program The license granted herein at Section 2.1 shall not permit and the Licensed Service shall not include (i) operating on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount other than the actual retail price for a Licensed Film shall be transmitted payable, directly or exhibited indirectly, by Licensee (and Licensee shall cause each of Subscribers to access the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted UseService.

Restrictions on License. 2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than for a Personal Use; (c) no Included Program may be delivered, transmitted or exhibited other than as expressly set forth in Section 2.1;herein; or otherwise permitted in this Agreement; and (cd) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein. ; (e) Licensee shall promptly not have the right to transmit, exhibit or deliver the Included Programs in a high definition, up-converted or analogous format or in a low resolution, down-converted format; (f) neither the DHE Service nor the VOD Service shall be co-branded, sublicensed or sub-distributed and (g) the license hereunder expressly prohibits the storage, recording or so-called secure burn of any Included Program (other than as expressly permitted herein) until such time as otherwise agreed in writing between the parties. 2.2 Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Licensee’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program . 2.3 Licensee shall be transmitted or exhibited fully responsible for customer support and maintenance of Included Programs distributed by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demandand thereafter, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted Useincluding replacing files and associated license entitlements.

Restrictions on License. 2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may part other than to an Affiliate of Licensee (provided that any Included Program act or omission by such Affiliate which would be sub-distributed in any waya breach of this Agreement if done or failed to be done by Licensee shall be deemed to be a breach of this Agreement by Licensee); (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than for a Personal Use; (c) no Included Program may be delivered, transmitted or exhibited other than as expressly set forth in Section 2.1;herein; or otherwise permitted in this Agreement; and (cd) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein. ; (e) Licensee shall not have the right to transmit, exhibit or deliver the Included Programs in a high definition, up-converted or analogous format or in a low resolution, down-converted format unless expressly provided for herein; (f) neither the DHE Service nor the VOD Service shall be sub-distributed other than to an Affiliate of Licensee (provided that any act or omission by such Affiliate which would be a breach of this Agreement if done or failed to be done by Licensee shall be deemed to be a breach of this Agreement by Licensee); (g) the license hereunder expressly prohibits the storage, recording or so-called secure burn of any Included Program (other than as expressly permitted herein) until such time as otherwise agreed in writing between the parties; and (h) no Included Program may be retransmitted and/or redistributed either by Licensee or by the Customer in a viewable, unencrypted form by means of digital file copying or retransmission or by burning, downloading or other copying of such Included Program to any removable medium (such as a DVD) from the initial download targeted by the Licensed Service and distributing copies of such Included Program on such removable medium. 2.2 Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Licensee’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program . 2.3 Licensee shall be transmitted or exhibited by Licensee (fully responsible for customer support and Licensee shall cause each maintenance of DHE Included Programs sold during the Authorized Systems not to so transmit or exhibit) except in accordance with the terms DHE Term and conditions of this Agreement. Without limiting the generality of the foregoingthereafter, no Included Program shall be exhibited or transmitted by Licensee to any person including replacing files and associated license entitlements other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted Useexpressly permitted herein.

Restrictions on License. Licensee agrees that it is of the essence of this Agreement that, without the specific prior written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program Licensed Film may be exhibited or otherwise shown to anyone other than a Customer, and no Licensed Film may be delivered, transmitted or exhibited by any means other than as set forth in Section 2.1;part of the Service; or otherwise permitted in this Agreement; and (c) no Licensed Film may be delivered, transmitted or exhibited outside of the Territory; (d) no copies may be made of any Licensed Film by Licensee; (e) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein; and (f) Licensee shall not have the right to transmit or deliver the Licensed Films via Interactive Media, by means of high definition or digital television or analogous systems (subject to Section 9.7 hereof), in an up-converted or analogous format or in a low resolution, down-converted or analogous format, or in Public Areas, Transient Dwelling Units, or Commercial Establishments. Licensee shall promptly immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program Licensed Film of which it becomes aware; provided. Licensor shall have the right to terminate this Agreement upon written notice to Licensee if in Licensor’s sole discretion and good faith judgment the quantity, however, that Licensee’s inadvertent failure frequency or method of unauthorized transmissions or exhibitions may result in actual or threatened harm to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted UseLicensor.

Restrictions on License. Licensee Comcast agrees that without the specific written consent of LicensorStudio, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in this Section 2.1;; or otherwise permitted in this Agreement4; and (c) no person or entity shall be authorized by Licensee Comcast to do any of the acts forbidden herein. Licensee Comcast shall promptly notify Licensor Studio of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that LicenseeComcast’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee Comcast (and Licensee Comcast shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee Comcast (and Comcast shall cause each of the Systems not to so transmit or exhibit) to any person other than to an Authorized Subscriber a Customer within the Territory during the Term as part of a the Licensed Service in the medium of Subscription Video-On-DemandDHE, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Personal Use. Licensee Comcast shall not authorize (and shall cause the Systems to not authorize) the transmission of any Included Program other than for Permitted Personal Use.

Restrictions on License. Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than for a Personal Use; (c) no Included Program may be delivered, transmitted or exhibited other than as expressly set forth in Section 2.1;herein; or otherwise permitted in this Agreement; and (cd) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; (e) Licensee shall not have the right to transmit, exhibit or deliver the Included Programs in a high definition, up-converted or analogous format or in a low resolution, down-converted format; (f) neither the DHE Service nor the VOD Service shall be co-branded, sublicensed or sub-distributed and (g) the license hereunder expressly prohibits the storage, recording or so-called secure burn of any Included Program (other than as expressly permitted herein) until such time as otherwise agreed in writing between the parties. Licensee shall promptly immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Licensee’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program Licensee shall be transmitted or exhibited fully responsible for customer support and maintenance of Included Programs distributed by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demandand thereafter, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted Useincluding replacing files and associated license entitlements.

Restrictions on License. 2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than for a Personal Use; (c) no Included Program may be delivered, transmitted or exhibited other than as expressly set forth in Section 2.1;herein; or otherwise permitted in this Agreement; and (cd) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein. ; (e) Licensee shall promptly not have the right to transmit, exhibit or deliver the Included Programs in a high definition, up-converted or analogous format or in a low resolution, down-converted format; (f) the Licensed Service shall not be co-branded, sublicensed or sub-distributed and (g) the license hereunder expressly prohibits the storage, recording or so-called secure burn of any Included Program until such time as otherwise agreed in writing between the parties. 2.2 Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Licensee’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program . 2.3 Licensee shall be transmitted or exhibited fully responsible for customer support and maintenance of Included Programs distributed by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demandand thereafter, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted Useincluding replacing files and associated license entitlements.

Restrictions on License. 2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, (except as provided in Section 17 of this Schedule A), licensed or sublicensed in whole or in part, nor may ; (b) no Licensee will not knowingly provide any Included Program may to be sub-distributed in any wayexhibited or otherwise shown to anyone other than for Personal Use; (bc) no Included Program may be delivered, transmitted or exhibited other than as set forth in at Section 2.1;2.1 of the Principal Terms; or otherwise permitted in this Agreement; and (cd) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein. ; and (e) Licensee shall promptly notify not have the right to transmit, exhibit or deliver the Included Programs in a high resolution , up-converted or low resolution, down-converted format. Licensor reserves the right to inspect and approve in good faith the picture quality and user experience of the Licensed Services pursuant to any unauthorized transmissions re-launch or exhibitions material change to the user experience of the Licensed Services that affects picture quality. Until such time (if any) as Licensor grants to Licensee rights to High Definition versions of any Included Program of which it becomes aware; providedPrograms, however, that Licensee’s inadvertent failure to do so Licensee shall not be considered a breach hereunder provided that such unauthorized transmission describe any of the Included Programs to Customers or exhibition is de minimus potential Customers as being in high definition or otherwise immaterial in natureof high definition quality. No Included Program shall be transmitted or exhibited by Licensee (and Licensee shall cause each of the Authorized Approved Systems and Licensed Services not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission immediatelypromptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Program other than for Permitted Useof which it becomes aware.

Restrictions on License. Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than for a Personal Use; (c) no Included Program may be delivered, transmitted or exhibited other than as expressly set forth in Section 2.1;herein; or otherwise permitted in this Agreement; and (cd) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; (e) Licensee shall not have the right to transmit, exhibit or deliver the Included Programs in a high definition, up-converted or analogous format or in a low resolution, down-converted format; (f) the Licensed Service shall not be co-branded, sublicensed or sub-distributed and (g) the license hereunder expressly prohibits the storage, recording or so-called secure burn of any Included Program until such time as otherwise agreed in writing between the parties. Licensee shall promptly immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Licensee’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program Licensee shall be transmitted or exhibited fully responsible for customer support and maintenance of Included Programs distributed by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee to any person other than to an Authorized Subscriber within the Territory during the Term as part of a Licensed Service in the medium of Subscription Video-On-Demandand thereafter, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize the transmission of any Included Program other than for Permitted Useincluding replacing files and associated license entitlements.

Restrictions on License. Licensee agrees that without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program Series be sub-sub- distributed in any way; (b) no Included Program Series may be delivered, transmitted or exhibited other than as set forth in Section 2.1;; (c) no Included Series in High Definition may be transmitted to, or otherwise permitted exhibited on, an Approved IP Device; provided, that if Licensor grants to any Other SVOD Distributor (excluding a Sony SVOD Service Distributor) the right to transmit Series that are also Included Series hereunder in this AgreementHigh Definition for exhibition on Approved IP Devices, Licensor shall offer Licensee the right to transmit such Included Series in High Definition for exhibition on Approved IP Devices, provided Licensee matches all terms and conditions directly related to such transmission and exhibition, which may include, without limitation, content protection requirements and financial terms; and (cd) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Program Series of which it becomes aware; provided, however, that Licensee’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program Series shall be transmitted or exhibited by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program Series shall be exhibited or transmitted by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) to any person other than to an Authorized Subscriber within the Territory during the Term as part of a the Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize (and shall cause the Authorized Systems to not authorize) the transmission of any Included Program Series other than for Permitted Use.

Restrictions on License. Licensee Comcast agrees that without the specific written consent of LicensorStudio, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-sub- distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in this Section 2.1;; or otherwise permitted in this Agreement4; and (c) no person or entity shall be authorized by Licensee Comcast to do any of the acts forbidden herein. Licensee Comcast shall promptly notify Licensor Studio of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that LicenseeComcast’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee Comcast (and Licensee Comcast shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee Comcast (and Comcast shall cause each of the Systems not to so transmit or exhibit) to any person other than to an Authorized Subscriber a Customer within the Territory during the Term as part of a the Licensed Service in the medium of Subscription Video-On-DemandDHE, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Personal Use. Licensee Comcast shall not authorize (and shall cause the Systems to not authorize) the transmission of any Included Program other than for Permitted Personal Use.

Restrictions on License. Licensee agrees that without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Included Program may be delivered, transmitted or exhibited other than as set forth in Section 2.1;; (c) no Included Program in High Definition may be transmitted to, or otherwise permitted exhibited on, an Approved IP Device that is a personal computer or Portable Device; provided, that if Licensor grants to any Other SVOD Distributor [(excluding a Sony SVOD Service Distributor)][DISCUSS (could Crackle have HD, e.g.,)] the right to transmit motion pictures that are also Included Programs hereunder in this AgreementHigh Definition for exhibition on personal computers or devices that are equivalent to Portable Devices, Licensor shall offer Licensee the right to transmit such Included Programs in High Definition for exhibition on personal computers and/or Portable Devices (as applicable), provided Licensee matches all terms and conditions directly related to such transmission and exhibition, including, without limitation, content protection requirements [and financial terms][OPEN]; and (cd) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Licensee’s inadvertent failure to do so shall not be considered a breach hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) to any person other than to an Authorized Subscriber within the Territory during the Term as part of a the Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not authorize (and shall cause the Authorized Systems to not authorize) the transmission of any Included Program other than for Permitted Use.