Common use of Restrictions on License Clause in Contracts

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 other than as expressly permitted hereunder in Section 2.5 of the VOD General Terms and Section 3.7 of the DHE General Terms; (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 herein; (d) 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. It is hereby acknowledged and agreed by Licensor that Licensee may use third party contractors to deliver its services, provided that Licensee will be responsible for ensuring that all such third party contractors comply with the terms of this Agreement and Licensee remains primarily liable to Licensor for the acts and omissions of such third party contractors. Notwithstanding anything to the contrary contained herein and for avoidance of doubt, Licensor acknowledges and agrees that any and all rights and obligations granted to Licensee hereunder are granted to or can be undertaken by each and every one of its direct and indirect subsidiaries, each of which may from time to time undertake any such rights and obligations for and on behalf of Licensee. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. 2.2 Licensee shall be fully responsible for customer support and maintenance of Included Programs distributed by Licensee during the Term and thereafter, including 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 part, nor may any Included Program be sub-distributed in any way, other than as expressly permitted hereunder in Section 2.5 separate and apart from the technical distribution of the VOD General Terms and Section 3.7 of the DHE General TermsSVOD Service by third party contractors in accordance with clause 24.; (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 hereinin Clause 2.1; (c) except as otherwise provided for in Clauses 2.7 and 2.8 of Schedule B, each Included Program must remain in its approved level of resolution and not up-converted; and (d) 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 (e60) 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 not so notify Licensor, and Licensor shall 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 inspect 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 approve such time as otherwise agreed in writing between the parties. It is hereby acknowledged modified picture quality and agreed by Licensor that Licensee may use third party contractors to deliver its services, provided that Licensee will be responsible for ensuring that all such third party contractors comply with the terms of this Agreement and Licensee remains primarily liable to Licensor for the acts and omissions of such third party contractors. Notwithstanding anything to the contrary contained herein and for avoidance of doubt, Licensor acknowledges and agrees that any and all rights and obligations granted to Licensee hereunder are granted to or can be undertaken by each and every one of its direct and indirect subsidiaries, each of which may from time to time undertake any such rights and obligations for and on behalf of Licenseeuser experience. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. 2.2 . Notwithstanding anything to the contrary in this Agreement, including without limitation this Clause 2.2, Licensee shall be fully responsible for customer support and maintenance of permitted to offer the SVOD Service, including the Included Programs distributed 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, further, 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 during Licensee. By way of example only, the Term and thereafterSVOD Service may be offered through a game console such as the Sony PlayStation 3 or Microsoft Xbox, including replacing files and associated license entitlements wherein access to the SVOD Service by Registered Users through such Approved Device requires the payment of a 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 or a tier of or bundled service that includes the SVOD Service.

Restrictions on License. 2.1 2.3.1 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 other than as expressly permitted hereunder in Section 2.5 of the VOD General Terms and Section 3.7 of the DHE General Termspart; (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than for a Personal UseSubscriber; (c) no Included Program may be delivered, transmitted or exhibited (i) by any means other than as expressly set forth hereinpart of the Licensed Service, (ii) using a delivery system other than Authorized STB Delivery or Authorized Online Delivery Means, (iii) other than on a Video-On-Demand or Pay-Per-View basis to Approved Set-Top Boxes in Private Residences or on a Video-On-Demand basis to Approved Online Devices for Personal Use, (iv) outside of the Territory, (v) outside its Viewing Period or (vi) outside its License Period; (d) 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, exhibit transmit or deliver the Included Programs in a high definition, up-converted or analogous format (except as expressly set forth herein with respect to High Definition Included Programs and 3D Included Programs) or in a low resolution, down-converted format; converted, transcoded or analogous format or via Electronic Downloading, via separate physical and/or embedded media or Internet delivery (fexcept as expressly set forth herein with respect to the Online Service) neither or to permit the DHE Service nor the VOD Service shall be co-branded, sublicensed storage or sub-distributed and (g) the license hereunder expressly prohibits the storage, recording or so-called secure burn of any an Included Program (other than as expressly permitted hereinwhether on a personal video recorder or otherwise) until such time as otherwise agreed or with respect to VOD transactions, with VCR Functionality. Licensor reserves the right to inspect the picture quality of the Licensed Service and to suspend delivery of the Included Programs if, in writing between Licensor’s sole discretion, the parties. It picture quality of the Licensed Service is hereby acknowledged and agreed by Licensor that Licensee may use third party contractors to deliver its services, provided that Licensee will be responsible for ensuring that all such third party contractors comply with the terms of this Agreement and Licensee remains primarily liable to Licensor for the acts and omissions of such third party contractors. Notwithstanding anything to the contrary contained herein and for avoidance of doubt, Licensor acknowledges and agrees that any and all rights and obligations granted to Licensee hereunder are granted to or can be undertaken by each and every one of its direct and indirect subsidiaries, each of which may from time to time undertake any such rights and obligations for and on behalf of Licenseeunacceptable. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. 2.2 2.3.2 The foregoing license shall not permit and the Licensed Service shall not (as it relates to Included Programs) 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 Basic Television service or digital cable services offered by Licensee, provided that any such digital cable service is the part of the lowest tier available to Subscribers for access to Licensee’s digital cable services) 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), except as provided by Section 8.3, without Licensor’s prior written consent, provided reasonable discounts are permitted as long as each Included Program included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount other than the Actual Retail Price (as defined in Section 8.1.2) for an Included Program shall be fully responsible for customer support and maintenance of Included Programs distributed payable, directly or indirectly, by Licensee during Subscribers to access the Term and thereafter, including replacing files and associated license entitlements Licensed Service.

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 other than as expressly permitted hereunder part, nor may any Included Program be sub-distributed in Section 2.5 of the VOD General Terms and Section 3.7 of the DHE General Termsany 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 hereinin Section 2.1; (c) except as otherwise provided for in Sections 2.7 and 2.8 of Schedule B, each Included Program must remain in its approved level of resolution and not down- or up-converted; and (d) 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 (e60) 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 not so notify Licensor, and Licensor shall 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 inspect 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 approve such time as otherwise agreed in writing between the parties. It is hereby acknowledged modified picture quality and agreed by Licensor that Licensee may use third party contractors to deliver its services, provided that Licensee will be responsible for ensuring that all such third party contractors comply with the terms of this Agreement and Licensee remains primarily liable to Licensor for the acts and omissions of such third party contractors. Notwithstanding anything to the contrary contained herein and for avoidance of doubt, Licensor acknowledges and agrees that any and all rights and obligations granted to Licensee hereunder are granted to or can be undertaken by each and every one of its direct and indirect subsidiaries, each of which may from time to time undertake any such rights and obligations for and on behalf of Licenseeuser experience. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. 2.2 . Notwithstanding anything to the contrary in this Agreement, including without limitation this Section 2.2, Licensee shall be fully responsible for customer support and maintenance of permitted to offer the SVOD Service, including the Included Programs distributed 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, further, 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 during Licensee. By way of example only, the Term and thereafterSVOD Service may be offered through a game console such as the Sony PlayStation 3 or Microsoft Xbox, including replacing files and associated license entitlements wherein access to the SVOD Service by Registered Users through such Approved Device requires the payment of a 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 or a tier of or bundled service that includes the SVOD Service.

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 part, nor may any Included Program be sub-distributed in any way, other than as expressly permitted hereunder in Section 2.5 separate and apart from the technical distribution of the VOD General Terms and Section 3.7 of the DHE General TermsSVOD Service by third party contractors in accordance with clause 24; (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 hereinin Clause 2.1; (c) except as otherwise provided for in Clauses 2.7 and 2.8 of Schedule B, each Included Program must remain in its approved level of resolution and not up-converted; and (d) 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 (e60) 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 not so notify Licensor, and Licensor shall 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 inspect 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 approve such time as otherwise agreed in writing between the parties. It is hereby acknowledged modified picture quality and agreed by Licensor that Licensee may use third party contractors to deliver its services, provided that Licensee will be responsible for ensuring that all such third party contractors comply with the terms of this Agreement and Licensee remains primarily liable to Licensor for the acts and omissions of such third party contractors. Notwithstanding anything to the contrary contained herein and for avoidance of doubt, Licensor acknowledges and agrees that any and all rights and obligations granted to Licensee hereunder are granted to or can be undertaken by each and every one of its direct and indirect subsidiaries, each of which may from time to time undertake any such rights and obligations for and on behalf of Licenseeuser experience. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. 2.2 . Notwithstanding anything to the contrary in this Agreement, including without limitation this Clause 2.2, Licensee shall be fully responsible for customer support and maintenance of permitted to offer the SVOD Service, including the Included Programs distributed 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, further, 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 during Licensee. By way of example only, the Term and thereafterSVOD Service may be offered through a game console such as the Sony PlayStation 3 or Microsoft Xbox, including replacing files and associated license entitlements wherein access to the SVOD Service by Registered Users through such Approved Device requires the payment of a 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 or a tier of or bundled service that includes the SVOD Service.

Restrictions on License. 2.1 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 hereinin this Agreement: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part other than as expressly permitted hereunder in Section 2.5 of the VOD General Terms and Section 3.7 of the DHE General Termspart; (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone authorized for reception other than for a Personal Useas set forth in Article 2 of the VOD/SVOD Terms and Article 2 of the DHE Terms; (c) no Included Program may be delivered, transmitted or exhibited other than as expressly set forth herein; (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (ed) Licensee shall not have the right to transmit, exhibit transmit or deliver the Included Programs in a high definition, up-converted or analogous format or in a low resolution, down-converted or analogous format; (f) neither . Licensor reserves the DHE right to inspect and approve the picture quality and user experience of the Licensed Service nor the VOD Service shall with Licensee’s prior consent, with such consent not to 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. It is hereby acknowledged and agreed by Licensor that Licensee may use third party contractors to deliver its services, provided that Licensee will be responsible for ensuring that all such third party contractors comply with the terms of this Agreement and Licensee remains primarily liable to Licensor for the acts and omissions of such third party contractors. Notwithstanding anything to the contrary contained herein and for avoidance of doubt, Licensor acknowledges and agrees that any and all rights and obligations granted to Licensee hereunder are granted to or can be undertaken by each and every one of its direct and indirect subsidiaries, each of which may from time to time undertake any such rights and obligations for and on behalf of Licenseeunreasonably withheld. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. 2.2 . Licensee shall not be permitted in any event to (a) offer or conduct promotional campaigns for the VOD Included Programs or DHE Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) or (b) bundle the VOD Included Programs or DHE Included Programs with other programs, without Licensor’s prior written consent. Without limiting the foregoing, in the event Licensor reasonably believes that the inclusion of any Included Program in a promotional offer could materially jeopardize Licensor’s business relationship with any third party licensee of such Included Program in the Territory, Licensor shall have the right (with 7 days’ prior written notice to Licensee) to remove such Included Program from the Licensed Service. Licensor shall not exercise the foregoing removal right solely for purposes of frustrating the intent of this Agreement. Licensee shall not charge any club fees, access fees, monthly service fees or similar fees for general access to the VOD Service or DHE Service (whether direct or indirect), or offer the VOD Included Programs or DHE Included Programs on a subscription basis or negative option basis (i.e., a fee arrangement whereby a customer 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 a series of reductions thereto on a title-by-title basis if such customer affirmatively elects not to receive or have available for reception such title) without Licensor’s prior written consent. Licensee shall not be permitted to bundle the VOD Service or SVOD Service or DHE Service with any other products or service offering; however, Licensee shall be fully responsible for customer support and maintenance able to bundle promotions from the Licensee’s theatrical exhibition business with the VOD Service, SVOD Service and/or DHE Service. Licensee may offer free trials of Included Programs distributed by Licensee during the Term and thereafterSVOD Service, including replacing files and associated license entitlements .but shall do so in strict accordance with the requirements set forth in Section 12.10 of this Schedule A.

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 hereunder does not grant any right to Licensee to exhibit or authorize the exhibition of the Included Programs as part of or together with any non-optional premium pay or Subscription Pay Television service for which the subscriber must pay a fee to receive such premium pay or Subscription Pay Television service, regardless of whether the fee charged therefor is included in the fee to receive Basic Television services or to charge a fee for the Licensed Service(s) in addition to (either separate from or included in) any charges for Basic Television; (b) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part other than as expressly permitted hereunder in Section 2.5 of the VOD General Terms and Section 3.7 of the DHE General Termspart; (bc) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than authorized for a Personal Use; (c) no Included Program may be delivered, transmitted or exhibited reception other than as expressly set forth hereinin the Basic Television License Agreement; (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; (e) no Included Program may be delivered, transmitted, exhibited or authorized for reception in any common area, lobbies or hallways of any Affiliated Institutions or in places where an admission fee is charged or in any places of public accommodation, access or use including bars, lounges, restaurants or common areas, nor may any Included Program be physically delivered for playback in a home or dwelling unit or in a room of an Affiliated Institution; [and] (f) no Included Program may delivered, transmitted, exhibited or authorized for reception where the originating or intermediary source of transmission is free broadcast television; [and (g) 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 format].1415 Shared Channel. Where there is more than one Basic Television service on a single channel, each such 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 considered a separate channel. In no event shall Licensee be entitled to exhibit an Included Program (other than as expressly permitted herein) until such time as otherwise agreed pursuant to the licenses granted in writing between the parties. It is hereby acknowledged and agreed by Licensor that Licensee may use third party contractors to deliver its services, provided that Licensee will be responsible for ensuring that all such third party contractors comply with the terms of this Agreement and Licensee remains primarily liable to Licensor for reception on more than one channel (or more than one service of a shared channel) of the acts and omissions television set of such third party contractors. Notwithstanding anything to the contrary contained herein and for avoidance of doubt, Licensor acknowledges and agrees that any and all rights and obligations granted to Licensee hereunder are granted to a subscriber or can be undertaken by each and every one of its direct and indirect subsidiaries, each of which may from time to time undertake any such rights and obligations for and on behalf of Licensee. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. 2.2 Licensee shall be fully responsible for customer support and maintenance of Included Programs distributed by Licensee during the Term and thereafter, including replacing files and associated license entitlements .located in a room in an Affiliated Institution.16