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TERMS OF SERVICE

(Adobe Primetime PayTV Pass)

These Terms of Service (these “Terms”) are entered into by and between Adobe Systems Incorporated, a Delaware corporation, having a principal place of business at 345 Park Avenue, San Jose, California 95110 (“Adobe Systems”) and Adobe Systems Software Ireland Limited, an Irish corporation having a principal place of business at 4-6 Riverwalk, City West Business Campus, Saggart D24, Dublin, Ireland (“Adobe Ireland”), on the one hand, and CPT Holdings, Inc., a Delaware corporation whose principal place of business is 10202 West Washington Boulevard, Culver City, California 90232 (“Customer”), on the other hand, and are effective as of June 15th, 2013 (the “Effective Date”). Adobe Systems and Adobe Ireland shall be jointly and severally liable under these Terms and are, collectively, “Adobe.” 

Recitals

WHEREAS, Adobe operates the Adobe Primetime PayTV Pass service that is used by digital content owners when making TV subscription content available to users of the Internet; and

WHEREAS, Customer desires to have access to such service and Adobe desires to provide such access on the terms and conditions set forth herein and within separately executed Use Authorizations.

NOW, THEREFORE, in reliance on the covenants, representations, warranties, and limitations set forth herein, the parties hereto agree as follows.

Agreement

1. Construction and Definitions. Unless otherwise defined herein, each capitalized word used in these Terms has the meaning ascribed thereto in this Section 1. Unless otherwise specified herein, all references in these Terms to “Sections” or “Exhibits” are references to sections or exhibits of these Terms.

“Adobe Technology” means hardware, software, and information employed or delivered to Customer by Adobe in the provision of the Service. By way of example, a Service SDK is Adobe Technology.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means the ownership of more than 50% of voting interest.

“Confidential Information” has the meaning ascribed thereto in Section 10(b).

“Content User” means a user of the Internet that interacts with the Service when requesting access to Permitted TVE Content.

“Fees” means the set up fees, use fees, and other fees to be paid by Customer to Adobe in consideration of its use of the Service in the amount set forth in a Use Authorization.

“MVPD” has the meaning ascribed thereto in Section 5.

“Party” means each of Adobe and Customer, who are collectively referred to herein as the “Parties.”

“Permitted TVE Content” means the subscribed television content that is described in a Use Authorization and that is distributed in coordination with the Adobe Primetime PayTV Pass service implemented by Customer. For purposes of clarity, non-subscribed content on a Customer website or application available to all visitors in the Territory is not considered Permitted TVE Content for purposes of these Terms.

“Service” means the Adobe Primetime PayTV Pass service.

“Service SDK” has the meaning ascribed thereto in Section 6(b).

“Service Term” means the period that Adobe shall make the Service available to the Customer, as set forth in a Use Authorization.

"Taxes" means (i) all taxes of any kind whatsoever (whether payable directly or by withholding), including without limitation income, franchise, gross receipts, personal property, intangible personal property, ad valorem, value added, goods and services, consumption, sales, use, excise, import or export, documentary and stamp taxes, (ii) all government permit or licensees fees and any associated costs, (iii) all customs, duty, tariff and similar fees and any associated costs, and (iv) any interest and penalties, additions to tax or fees or other additional amounts with respect thereto imposed by any tax or other governmental authority.

“Territory” means the Territory specifically set forth in a Use Authorization.

“Use Authorization” means a separately executed document describing the Fees, Permitted TVE Content, Service Term, Territory and other specific terms of Customer’s use of the Service with respect to one or more channels or domains, substantially in the form of the first Use Authorization attached hereto as Exhibit A.

“Use Data” means data that is either (i) sent to or received by Adobe when Customer, an MVPD, or a Content User interacts with the Service, or (ii) generated by Adobe when Customer, an MVPD, or a Content User interacts with the Service. By way of example, data sent, received, or generated when the Adobe Access Enabler interacts with the device of a Content User is Use Data. By way of further example, data sent, received, or generated when an Adobe TV-E server interacts with an MVPD server is Use Data.

2. Use Authorizations. The Parties will enter into one or more separately executed Use Authorizations describing the Permitted TVE Content, Fees, and other particular terms of use of the Service by Customer. These Terms are hereby incorporated into each Use Authorization. These Terms shall govern use of the Service by Customer even if a Use Authorization is not executed. Adobe agrees that Customer or any of Customer’s Affiliates or Subsidiariessubsidiaries may procure the Service through a Use Authorization under these Terms. .

Following the term set forth in each Use Authorization, Customer shall have the right to renew under then-existing terms for up to two (2) additional one year periods, provided, however that the parties may negotiate an increase in applicable Use Fees and/or Support Fees for any such renewal Use Authorization term not to exceed sevenfour percent (47%) of the rates paid for such Use and Support Fees during the initial term. Customer shall also have the right in its discretion to upgrade its level of support under the Terms at any time during the term of a Use Authorization, provided that the Support Fees shall be subject to adjustment in accordance with Adobe’s then-current standard support fees offered to its other customers as of the time of upgrade.

3. Access to Services. Subject to the terms and conditions of these Terms and any Use Authorization, Adobe shall on a non-exclusive basis during the Service Term allow Customer to access and use the Service. Customer may use the Service only for the purpose of offering Permitted TVE Content to users of the Internet. The Service shall be operable for use in conjunction with the technology platforms and paid TV operators listed in Exhibit F hereto, except as otherwise agreed upon by the parties.

4. Marketing And Publicity. During the Service Term, each Party shall perform the marketing and publicity set forth in a Use Authorization, if any. Except as expressly set forth in a Use Authorization or as otherwise expressly agreed in writing by Adobe and Customer, neither Party may use or reference the names, trademarks, service marks or other designations of the other Party without prior written approval.

5. MVPD Access. Customer may, from time to time, request that Adobe permit the computer servers of one or more multi-channel video programming distributors (each, an “MVPD”) to interact with the Service for the purpose of authorizing and authenticating Play Requests for Permitted TVE Content made by Content Users. In such event, Adobe shall make efforts to deliver Adobe Technology to, and otherwise cooperate with, such MVPD(s) to allow such interaction. MVPDs may be required to enter into Adobe standard terms of service governing such deliveries and interaction. As of the Effective Date, the Service operates in conjunction with those entities set forth in Exhibit F. For the avoidance of doubt. Adobe makes no representation or warranty regarding those entities listed in Exhibit F and their participation with the Service.

6. Support; Software Development Kits.

(a) Support. During the Service Term Adobe shall provide Customer with telephone and email support as described in Exhibit B (Support).

(b) Software Development Kits. Adobe shall provide Customer with software development kits necessary for its interoperation with the Service, including, without limitation, the Media Token SDK (each such SDK, a “Service SDK”). Service SDKs may include sample software code, object code, and documentation. Adobe hereby grants Customer the right to install and use any such software, and to copy and modify any such software provided in human readable format, each solely for purposes of accessing the Service. Customer may use and make a limited and reasonable number of copies of the SDK documentation for purposes of accessing the Service. Customer shall not distribute or disclose any part of a Service SDK to any third party without Adobe’s prior written consent.

(c) Service Level Agreement. Adobe represents an availability level of the Service and shall provide service level credits for failure to achieve such level, each as set forth in the Service Level Agreement attached hereto as Exhibit C (Service Level Agreement).

7. Services Pursuant To Use Authorization. Adobe shall provide to Customer additional services in accordance with any description of additional services set forth in a Use Authorization.

8. Restriction on Use.

(a) Restrictions. Customer shall use the Service only in a manner consistent with these Terms, the Use Authorization(s), and the Service documentation and all applicable rights, laws and regulations, or as otherwise directed by or consented to by Adobe. Without limiting the generality of the foregoing, Customer shall not, nor shall it permit or assist others to: (i) obtain or attempt to obtain the Service by any means or device with intent to avoid paying the Fees; (ii) enable access to the Servie Service by any third party except as otherwise provided herein or with the prior written consent of Adobe; (iii) process the data or content of any third party using the Service other than third party content that is included in the definition of Permitted TVE Content; (iv) use the Service to access, alter, or destroy any information of another customer of Adobe by any malicious means or device, or attempt to do so; (v) intentionally introduce a virus, worm, Trojan horse, or other software code or similar files that may intended to damage the operation of another party’s computer, property, or information using the Service; (vi) use the Service intending to damage, disable, overburden, or impair any Adobe server or network(s) connected to any Adobe server, or to interfere with any other party’s use and enjoyment of the Service; (vii) obtain or attempt to obtain any materials or information using the Service through any means not intentionally made available through the Service; (viii) host, on a subscription basis or otherwise, the Service, including any related application; (ix) sell, lease, or rent access to or use of the Service or otherwise transfer any rights (except as expressly permitted in Section 17(b)) to use the Service under these Terms except as expressly permitted (including without limitation, on a timeshare or service bureau basis); or (x) use the Service to defraud, defame, abuse, harass, stalk threaten, or infringe the rights of privacy or other intellectual property (including copyright) of others, or otherwise violate any law in connection with Customer’s use of the Service; provided that this restriction shall not be construed to apply to Customer’s normal business practices relating to hosting, storing, transmitting and otherwise providing Customer’s digital content via third party service providers.

(b) No Modifications. Except as Customer is expressly licensed to use the Adobe Technology, Customer may not and shall not copy, distribute, modify, port, adapt or translate any software provided by Adobe hereunder, nor distribute documentation provided hereunder to any third party. Customer shall not reverse engineer any Adobe Technology and shall not decompile, disassemble, or otherwise attempt to discover the source code of any software provided by Adobe only in machine readable (i.e., object code) format. Notwithstanding the foregoing, decompilation of such software is permitted to the extent the laws of Customer’s jurisdiction give Customer the right to do so to obtain information necessary to render the software interoperable with other software; provided, however, that Customer must first request such information from Adobe and Adobe may, in its discretion, either provide such information to Customer or impose reasonable conditions, including a reasonable fee, on such use of the source code to ensure that Adobe’s and its suppliers’ proprietary rights in the source code for the software are protected.

9. Log-In Information. To gain access to and use the Service (including documentation and reporting) Customer may be required to create a log-in ID and password. Customer is responsible for all activity occurring under its log-in information, and Customer shall keep its log-in information confidential and not share its log-in information with third parties. Adobe has no obligation or responsibility with regard to Customer’s distribution, disclosure, or management of log-in information. Notwithstanding the foregoing, Adobe may require Customer to change Customer’s log-in information. Customer may sub-license use of the Service SDKs to third party contractors (“Customer Contractors”) provided that: (a) Customer provides Adobe with prior written notice (inclusion in a Use Authorization is acceptable); (b) Customer is responsible for ensuring that Customer Contractors agree to abide by and fully comply with these Terms as they relate to the use of Service SDK on the same basis as applies to Customer; (c) such use is only for the purpose of facilitating Customer’s ability to use the Service on Customer’s behalf as restricted herein; (d) such use does not represent or constitute an increase in the scope or number of licenses to use the Service SDKs or any other Adobe Technology provided hereunder; and (e) Customer shall remain fully liable for any and all acts or omissions by Customer Contractors related to these Terms, including but not limited to Section 8 (Restrictions on Use) of these Terms. Adobe shall coordinate with and provide reasonable assistance to Customer Contractors in the same manner in which it interacts with Customer hereunder, including by coordinating with such Customer Contractors that provide reasonable support during the set up process according to the terms of a Use Authorization.

10. Use Data; Confidentiality.

(a) Use Data. Adobe shall provide a monthly report to Customer detailing [insert negotiated information to be contained in the reports]. As part of the Service, Adobe shall implement reasonable security measures consistent with industry standards to protect Use Data from unauthorized access, and, in any event, in a manner at least as protective as Adobe uses to protect its own information of a similar nature. Customer acknowledges that Use Data may be stored on servers physically located in the United States of America. Adobe shall not disclose such Use Data to any third party or exploit such Use Data for its own purposes. By way of example, unless otherwise agreed in writing by Customer, Adobe will not disclose or exploit programming viewing pattern information extracted from such Use Data. Notwithstanding the foregoing, Adobe may use the Use Data for purposes of normal operation of the Service and billing purposes.

(b) Confidential Information. Each Party (the “Disclosing Party”) may from time to time during the Service Term disclose to the other Party (the “Receiving Party”) certain information regarding the Disclosing Party’s business, including technical, marketing, financial, employee, planning, and other confidential or proprietary information (“Confidential Information”). Such information will be deemed Confidential Information if it is marked “CONFIDENTIAL” OR “PROPRIETARY” or with similar legend upon disclosure or, if disclosed orally, is designated as confidential or proprietary within twenty-four (24) hours of disclosure. Unless excepted under subsection 10(d) below, Confidential Information of Adobe specifically includes these Terms and any Service SDK or other Adobe Technology delivered to Customer hereunder and that Adobe has not given Customer the express right to distribute.

(c) Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than performance of its obligations under these Terms or otherwise as expressly permitted by these Terms, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of these Terms and who are under obligations of confidentiality at least as restrictive as those set forth herein. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in a manner at least as protective as the Receiving Party uses to protect its own confidential or proprietary information of a similar nature, and with no less than reasonable care.

(d) Exceptions. The Receiving Party’s obligations under this Section with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (i) was already lawfully known to the Receiving Party without confidentiality restrictions at the time of disclosure by the Disclosing Party; (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no breach of these Terms by Receiving Party has become, generally available to the public; or (iv) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (x) approved in writing by the Disclosing Party, (y) necessary for the Receiving Party to enforce its rights under these Terms in connection with a legal proceeding, or (z) required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.

11. Ownership. Adobe, its licensors, suppliers, and subsidiaries retain all right, title and interest in and to the Adobe Technology, the Service, and all graphics, logos, service marks, and trade names, including third-party names, product names, and brand names used by Adobe in connection with the Service. All rights therein not expressly granted herein are reserved by Adobe. Customer is welcome to send suggestions on improving the Service, but, in doing so, Customer acknowledges and agrees that such suggestions will become the property of Adobe and Adobe has no obligation to compensate Customer for such suggestions. Customer shall not delete or in any manner alter the copyright notices, trademarks, logos or related notices, or other proprietary rights notices of Adobe (and its licensors, if any) appearing on or within the Adobe Technology. Customer retains all right, title and interest in and to the Use Data, and all rights therein not expressly granted herein are reserved by Customer.

12. Fees and Payment; Late Payment; Taxes.

(a) Fees and Payment. Customer shall pay Adobe the Fees set forth in a given Use Authorization. Unless a different period is set forth in a Use Authorization, Customer shall be invoiced by Adobe monthly at the conclusion of each whole or partial calendar month occurring during the Service Term. Payment by Customer of all fees is due no later than forty-five (45) days after the invoice date.

(b) Late Payments. Payments by Customer that are past due shall be subject to a late charge equal to 1 percent per month on the overdue balance or the maximum amount allowed by applicable law (whichever is lower). Customer is responsible for any reasonable costs resulting from collection by Adobe of any such amounts that are not the subject of reasonable dispute by Customer, including, without limitation, reasonable attorneys’ fees and court costs.

(c) Right of Audit. During the Service Term and for a period of no less than 1 year after the termination or expiration thereof, Adobe shall maintain complete, clear, accurate records of the underlying data supporting the Fees invoiced to Customer. During the Service Term and for 1 year after termination or expiration thereof, Customer shall have the right to conduct an inspection and audit of the relevant books and records of Adobe to verify Adobe’s calculation of such Fees. Such audit will be subject to the confidentiality obligations set forth in Section 10 (Confidentiality) and conducted during regular business hours at Adobe’s offices, in such a manner as not to unreasonably interfere with Adobe’s normal business activities. If such inspections should disclose any over-payment, Adobe shall promptly pay Customer such over-payment amount. If such over-payment was caused by the fault of Adobe, in addition to such overpayment amount, Adobe shall promptly pay Customer interest thereon at the rate of 1 percent per month or the highest interest rate allowed by law, whichever is lower, from the date on which such amount was paid.

(d) Taxes, Fees, and Documentation.

(i) Adobe shall be responsible for any sales, use or similar taxes on Services provided under these Terms and for any taxes based on Adobe’s gross or net income or on the gross or net income of any of Adobe’s employees. Adobe shall be responsible for the withholding and/or payment, as required by law, of all federal, state and local taxes imposed on Adobe or its employees because of the performance of Services hereunder. Each Party shall be responsible for the payment of other taxes, if any, imposed upon it in connection with, or as a result of, these Terms. Each Party shall reasonably cooperate with the other Party to enable the other Party to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. Adobe shall be responsible for obtaining, at its expense, all required import licenses, permits, or other governmental orders relating to provision of the Service. If a resale certificate or other certificate, document, or other evidence of exemption or payment or withholding of taxes by Customer is required to exempt the use of the Service from any such liability or to enable Adobe to claim any tax exemption, credit, or other benefit, Customer shall furnish such certificate or document to Adobe before placing an order.

(ii) Customer shall make payments required without deduction of any taxes, except where such taxes are the responsibility of Adobe under Section 12(d)(i); provided, however, that Customer may deduct from payment any income tax or tax of a similar nature imposed by any governmental taxing authority (hereinafter referred to as “Income Tax Withholding”) on the income of Adobe Systems or Adobe Ireland, as applicable, from such payment and actually paid by Customer for the account of Adobe. Customer is required to furnish to Adobe Systems or Adobe Ireland as applicable, tax withholding certificates pursuant to Section 12 (d)(iii) as evidence that such tax payments have been made on Adobe Systems’ or Adobe Ireland’s behalf to the applicable taxing authorities.

(iii) If Customer deducts any Income Tax Withholding from any payment, within 60 days of payment, Customer shall furnish Adobe Systems or Adobe Ireland, as applicable, with official tax receipts evidencing that such Income Tax Withholding has been paid for the account of Adobe Systems or Adobe Ireland, as applicable. All withholding tax certificates, applications, and related tax documents will be forwarded to Adobe Systems as follows: Adobe Systems Incorporated, Attention: Credit Department, 345 Park Avenue, MS A16, San Jose, California 95110-2704 USA.

13. Limited Performance Warranty; Disclaimer.

(a) Limited Performance Warranty. Adobe warrants that the Service will: (i) include all material operational features described in Exhibit D (Service Features); and (ii) be free of errors and defects that materially affect the performance of such features, provided that CustomerAdobe shall not be responsible under this Section 13(a)(ii) to the extent damages arise from Customer’s failure to promptly notifies notify Adobe of any non-conformity, error,defects or defect that errors it discovers. Customer’s sole and exclusive remedy for breach of this limited warranty shall be for Adobe to, at Adobe’s option, use reasonable commercial efforts to promptly correct such failure to conform or to terminate these Terms and refund to Customer any pre paid Fees. [CPT is discussing internally the potential need for the warranties deleted by Adobe in its last round of comments]

(b) Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 13, ADOBE, ITS AFFILIATES, AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, BY OPERATION OF LAW, ARISING BY STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, LACK OF VIRUSES, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS. THE PROVISIONS OF THIS SECTION 13 SET FORTH CUSTOMER’S SOLE REMEDY AND ADOBE’S SOLE LIABILTY WITH RESPECT TO THE WARRANTY SET FORTH HEREIN. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING PERFORMANCE OF THE SERVICE, WHICH IS NOT CONTAINED IN THESE TERMS, SHALL BE BINDING ON ADOBE.

14. Indemnification.

(a) Adobe Indemnification. Adobe shall indemnify, defend and hold harmless Customer from any third party claim, suit, or proceeding brought against Customer to the extent that it is based on a claim that the Service infringes any patent, copyright or trademark, provided that (i) Adobe is promptly notifed in writing of the claim, (ii) Customer provides reasonable assistance (Adobe’s expense) with such claim, (iii) Adobe is accorded the right to have final discretion with regard to the defense and any negotiations or settlement of such claim, and (iv) Customer does not admit fault or liability of Adobe or of itself. Adobe shall have met the obligations of this Section by paying for the costs to litigate a claim to conclusion and paying the final judgment awarded to the third party claimant (and any costs or fees awarded to the third party as part of such judgment), or by paying to settle the third part claim (including costs incurred by Customer to reach the settlement). Should the Service become, or in Adobe’s or its licensors’ opinion be likely to become, the subject of any such claim of infringement, then Customer will permit Adobe, at Adobe’s option and expense, to: (A) procure for Customer the right to continue using the Service; (B) replace or modify the Service so that the use becomes non-infringing; or (C) refund any Fees paid to Adobe that Customer has not used as of the date Customer begins ceasing use of the Service as a result of such an infringement claim and terminate these Terms.

(b) No Obligation. The indemnity above shall not apply to any claim to the extent it arises from: (i) the Service being modified without written permission from Adobe by Customer or a third party at Customer’s direction; (ii) the use, operation, or combination of the Service with programs, data, equipment, or materials not provided by Adobe or authorized in writing by Adobe, if the claim would have been avoided by using it without such programs, data, equipment or materials or (iii) in the case of a third party patent claim, compliance by Adobe with designs, plans, or specifications furnished by or on behalf of Customer; or (iv) Customer’s continuation of the allegedly infringing activity after being informed thereof. To the maximum extent permitted by applicable law, this Section 14 states Adobe’s entire liability and Customer’s exclusive remedy for third party claims of infringement or other third party claims.

(c) Customer Indemnification. Customer shall indemnify and defend Adobe from any third party claim, suit, or proceeding brought against Adobe to the extent that it arises from any unpermitted and unintended use of the Service by Customer, provided that (i) Customer is promptly notified in writing of the claim, (ii) Adobe provides reasonable assistance at Customer’s expense) with such claim, (iii) Customer is accorded the right to have final discretion with regard to the defense and any negotiations or settlement of such claim, and (iv) Adobe does not admit fault or liability of Customer or of itself. Customer shall have met the obligations of this section by paying for the costs to litigate a claim to conclusion and paying the final judgment awarded to the third party claimant (and any costs or fees awarded to the third party as part of such judgment).

(d) Cooperation. The Parties agree to cooperate in good faith in the defense of any legal action or suit that causes an invocation of indemnity hereunder. Neither Party shall be liable hereunder for any settlement made by the other Party without that Party’s advance written approval. A Party’s obligation to indemnify and defend hereunder shall be mitigated and reduced to the extent that it has been prejudiced by a failure of the other Party to provide prompt notice of any and all claims or to provide reasonable cooperation in the defense and settlement therof.

15. Limitation of Liability.

(a) No Consequential Damages. EXCEPT FOR LIABILITY RESULTING FROM OBLIGATIONS UNDER SECTION 14 (INDEMNITY) AND FOR INTENTIONAL TORTIOUS MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, HOWEVER CAUSED AND ON WHATEVER THEORY, WHETHER BASED ON BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), PROVIDED, HOWEVER, THAT IF DAMAGES OF SUCH KIND ARE AWARDED AGAINST A PARTY HERETO IN FAVOR OF A THIRD PARTY ON GROUNDS ENTITLING THE PARTY HERETO TO INDEMNITY FROM THE OTHER PARTY HERETO, THEN THE INDEMNIFIED PARTY MAY RECOVER SUCH DAMAGES FROM THE INDEMNIFYING PARTY. NONE OF ADOBE’S SUPPLIERS OR CUSTOMER’S CONTRACTORS WILL BE LIABLE TO THE OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND EACH PARTY IS RESPONSIBLE FOR THEIR RESPECTIVE THIRD PARTY CONTRACTORS’ ACTIONS AND OMISSIONS IN PERFORMING HEREUNDER.

(b) Aggregate Limit. Except for liability resulting from intentional tortious misconduct or the breach of Section 10 (Use Data, Confidentiality), each party’s aggregate liability to the other or any third party arising out of or in connection with these Terms or any collateral agreement, whether in contract, tort (including negligence), or otherwise, including any liability for indemnification, shall not exceed the greater of: 1) two (2) times the fees paid by Customer to Adobe under all Use Authorizations executed by the parties during the twelve (12) month period immediately preceding the event giving rise to the liability and 2) US$1,000,000.

(c) Express Agreement. THIS SECTION 15 SHALL BE GIVEN FULL EFFECT EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT THE PARTIES WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS.

16. Term; Termination; Effect of Termination.

(a) Term. The term of these Terms begins on the Effective Date and shall continue for three (3) years thereafter; provided, however, that if at the time of expiration of these Terms one or more Use Authorizations remains effective, the effectiveness of these Terms shall continue until the expiration of all such Use Authorizations. These Terms will auto-renew for consecutive one (1) year renewal periods unless a Party provides written notice of its intention not to renew the Terms at least ninety (90) days prior to expiration of the then-current term.

(b) Termination. Either Party may terminate these Terms: (i) if the other Party materially breaches a provision of these Terms or a Use Authorization (including by failure to make payment), and such breach has not been cured within thirty (30) days after written notice thereof; (ii) effective immediately upon written notice to the other Party if the other Party ceases conducting business in the normal course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver, administrator, or liquidator for its business or assets, or becomes insolvent, or makes a general assignment for the benefit of creditors or avails itself of or becomes subject to any proceeding under the U.S. Federal Bankruptcy Code or any other statute of any state or nation relating to insolvency or the protection of rights of creditors, or fails to have stayed (within 60 days) any involuntary proceeding brought against it under the Federal Bankruptcy Code or like statute. Customer may terminate, for any reason, with thirty (30) days’ written notice any Use Authorization, provided that Customer will still be responsible for those Fees as set forth in the applicable Use Authorization for the entirety of then current Service Term.

(c) Effect of Termination.

(i) Upon the termination or expiration of these Terms, the rights and licenses granted to Customer or Adobe hereunder shall automatically cease without any further action of either Party, except as expressly set forth below. Upon termination of these Terms, Customer shall immediately cease using the Service.

(ii) Upon termination or expiration of these Terms, (A) Customer shall promptly return to Adobe or destroy (if so authorized in writing by Adobe) all copies of any Adobe Technology or Confidential Information in Customer’s possession or control, and, upon the request of Adobe, cause an officer of Customer to certify in writing to Adobe that it has done so; and (B) Adobe shall return to Customer or destroy, at Customer’s option, all of Customer’s Confidential Information in Adobe’s possession or control; provided, however that Adobe shall have no obligation to return Use Data and, upon the request of Customer, cause an officer of Adobe to certify in writing to Customer that it has done so .

(d) Survival. Sections 10, 11, 13 (b), 14, 15, 16(c), and 17 shall survive the expiration and termination of these Terms.

(e) Termination of Service. Upon the material breach by Customer of these Terms or a Use Authorization, including, without limitation, its payment obligation, and that is not cured within forty-five (45) days after written notice to Customer by Adobe, Adobe may discontinue access to the Service by Customer.

17. General Provisions.

(a) Notices. All notices between the Parties shall be given in writing and shall be effective when either served by personal delivery or upon receipt via overnight airmail, or five (5) days after deposit, postage prepaid, return receipt requested, via first class mail. The notice address for each Party is set forth below.

|For Adobe: |For Customer: |

|General Counsel |CPT Holdings, Inc. |

|Adobe Systems Incorporated |10202 West Washington Boulevard |

|345 Park Avenue |Culver City, CA 90232, USA |

|San Jose, CA 95110-2704 |Attention: President, Networks |

| |Fax: +1-310-244-0856 |

| | |

| |With a copy to: |

| |Sony Pictures Entertainment Inc. |

| |10202 West Washington Boulevard |

| |Culver City, CA 90232, USA |

| |Attention: Corporate Legal Department |

| |Fax: +1-310-244-2169 |

(b) Assignment. Customer Neither party may not assign its rights, or delegate its obligations or any part thereof, under these Terms without prior written consent from Adobe.the other. Notwithstanding the foregoing, Customereither party may assign its rights and obligations under these Terms with notice but without obtaining Adobe’sthe other’s consent (i) to an Affiliate, or (ii) incident to the transfer of all or substantially all of its assets relating to , with respect to Customer the business of distribution of TV content via the internet., or, with respect to Adobe the business of providing services substantially similar to the Service. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the Parties, and their permitted successors and assigns.

(c) Independent Parties. Adobe and Customer are independent contractors and neither Party shall be, nor represent itself to be, a franchisor, franchisee, joint venturer, partner, master, servant, principal, agent, or legal representative of the other Party for any purpose whatsoever.

(d) Governing Law; Jurisdiction. These Terms shall be governed in all respects by the laws of the United States of America and the State of Califoria, without giving effect to any conflicts of laws principles that would require the application of the laws of a different jurisdiction. The State and Federal courts located in Santa Clara County, California shall have non-exclusive jurisdiction over any dispute concering these Terms. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to these Terms.

(e) Export Rules. Customer agrees that Adobe Technology provided to Customer will not be shipped, transferred or exported into any country or used by Customer in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Adobe Technology is identified as an export controlled item under the Export Laws, Customer represents and warrants that Customer is not a citizen of, or located within, an embargoed or otherwise restricted nation (including Iran, Iraq, Syria, Sudan, Libya, Cuba and North Korea) and that Customer is not otherwise prohibited under the Export Laws from receiving the Adobe Technology. provided to Customer. All rights to use the Adobe Technology are granted on condition that such rights are forfeited if Customer fails to comply with the terms of these Terms..this Section 17(e).

(f) Force Majeure. Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, acts of terrorism, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such Party. In the event of the occurrence of an event of force majeure affecting delivery of the Service, Customer shall have the right to suspend these Terms and shall have the right, but not the obligation, to extend these Terms or the duration of any affected Use Authorization, by the length of any such suspension. If an event of force majeure continues for three (3) consecutive weeks and materially delays or impairs delivery of the Service under any Use Authorization or otherwise, Customer shall have the right to terminate these Terms.

(g) Waiver. The failure of either Party to require performance by the other Party of, or enforce, any of the provisions of these Terms, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either Party to enforce each and every such provision thereafter.

(h) Counterparts. These Terms may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The Parties may sign these Terms and deliver the signature pages via facsimile (with the originals to follow) or otherwise in accordance with these Terms.

(i) Severability. If any provision of these Terms, or parts thereof are held invalid or unenforceable, the parties agree that such invalidity or unenforceability shall not affect the validity of the remainder of these Terms and further agree to replace such an invalid or unenforceable provision with a valid provision that comes closest to the intent and economic effect of the invalid provision.

(j) Name Change. Payments and notices from Customer to Adobe must be made in the name of Customer as set forth in the preamble above or as updated by Customer with written notice to Adobe. Any payment not made, in the name of Customerthe Affiliate or subsidiary named in the Use Authorization for which payment is being made, or as updated by Customer with written notice to Adobe. Any payment not made in accordance with this Section 17(j) will be refused with notice to Customer, and may not be credited to the account of Customer.

(k) Entire Agreement. These Terms, including all Exhibits attached hereto and Use Authorizations executed hereunder, constitute the entire understanding of the parties with respect to the subject matter of these Terms and merges and supersedes all prior communications, understanding, and agreements between the parties concerning the subject matter, whether written or oral. Customer agrees that any varying or additional terms contained in any purchase order or other written notification or document issued by Customer in relation to the Service shall be of no effect except if executed by Adobe. These Terms shall not be modified except by a subsequently dated written amendment hereto, signed on behalf of each Party by a duly authorized representative.

(l) Insurance. Adobe shall comply with the insurance requirements set forth in Exhibit E hereto which are incorporated herein by reference.

IN WITNESS WHEREOF, the parties hereto have caused these Terms to be executed by their duly authorized representatives.

|CUSTOMER |ADOBE SYSTEMS INCORPORATED |

| | |

|Signed: |Signed: |

| | |

|Name: |Name: |

| | |

|Title: |Title: |

| | |

|Date: |Date: |

| | |

| | |

ADOBE SYSTEMS SOFTWARE IRELAND LIMITED

Signed:

Name:

Title:

Date:

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

USE AUTHORIZATION

Adobe Primetime PayTV Pass for TV Everywhere

|Use Authorization No: 1 | |

| |Customer Name: [_____] |

|Date of this Use Authorization: June uly __15th, 2013 | Customer Address: [_____] |

|Effective Date of Applicable Terms of Service: OctoberJuly 1st, 2013 |Primary Contact Name: [_____] |

|Permitted TVE Content: Subscribed television content distributed by |Primary Contact Email: [_____] |

|related to the channels currently known as Sony Movie Channel and | |

|Cine Sony Television[_____]. | |

|Territory: United States and Canada |Support Contact Name: [_____] |

|Service Term: 24 MonthsOne year, with Customer having the option to |Support Contact Email: [_____] |

|renew for one additional year on the same terms set forth herein, | |

|which renewal will happen automatically unless Customer gives Adobe | |

|at least 90 days’ notice to terminate after the first year. | |

|Renewal Terms: Customer and Adobe may mutually agree in writing to | |

|further renew or extend the Service Term of this Use Authorization. | |

|Support Type: Basic _X__ Gold___ Premium___ | |

Set Up Fees. Customer shall pay Adobe a one-time non-refundable fee of $20,000.00 (“Set Up Fee”) for up to 2 channels or domains identified by Customer and set up by Adobe for operation with the Service. Upon execution, Adobe shall invoice Customer for the initial $20,000.00 Set Up Fee. Additionally, if applicable, Customer shall pay Adobe a one-time non-refundable fee of $10,000.00 for each additional channel or domain identified by Customer and set up by Adobe for operation with the Service beyond the first two. Adobe shall invoice Customer for additional Set Up Fees upon written notice by customer to set up such channels or domains.

Use Fees. Customer shall pay to Adobe fees in consideration of its use of the Service (“Use Fees”). For each calendar month of the Initial Service Term following the earlier of the go-live date for the channel(s) set forth in a Use Authorization and [parties to insert a mutually agreeable date], Customer shall pay a monthly Use Fee based upon the number of Successful Play Requests occurring in such month and determined with reference to the table below. If Successful Play Requests occur across multiple sites and/or native applications, the totals will be aggregated in order to determine the tier.

Support Fees. For each calendar month of the Initial Service Term following the earlier of the go-live date for the channel(s) set forth in a Use Authorization and [parties to insert a mutually agreeable date], Customer shall pay to Adobe the applicable monthly fees for the Support type selected (“Support Fees”) as per Exhibit B-1. The applicable Support fee shall be invoiced and paid monthly in advance.

|Tier |Successful Play Requests in Month |Use Fee in Month ($) |

|1 |0 – 800,000 |4,000 |

|2 |800,001 – 2,000,000 |6,000 |

|3 |2,000,001 – 4,000,000 |7,500 |

|4 |> 4,000,000 |7,500 + 1.00 for every 1,000 Successful |

| | |Play Requests over 4,000,000 |

“Successful Play Request” means each instance of a Content User requesting to view a unit of Authorized Content and the Service validates the Content User as entitled to view the unit of Authorized Content, regardless of (i) the number of calls made to the TV-E server to validate such request, (ii) the length and number of streams of the unit of Authorized Content, and (iii) whether or not the unit of Authorized Content is ultimately delivered to the Content User. For the avoidance of doubt, if the Service determines that a Content User is entitled to view a unit of Authorized Content but the Authorized Content does not start due to a geo restriction or other rule outside of the control of the Service, a Successful Play Request will still be counted. 

Following the term set forth in each Use Authorization, Customer shall have the right to renew under then-existing terms for up to two (2) additional one year periods, provided, however that the parties may negotiate an increase in applicable Use Fees and/or Support Fees for any such renewal Use Authorization term not to exceed fourten percent (104%) of the rates paid for such Use and Support Fees during the initial term. Customer shall also have the right in its discretion to upgrade its level of support under the Terms at any time during the term of a Use Authorization, provided that the Support Fees shall be subject to adjustment in accordance with Adobe’s then-current standard support fees offered to its other customers as of the time of upgrade.

|CUSTOMER |ADOBE SYSTEMS INCORPORATED |

|Signed: | |

| |Signed: |

|Name: | |

| |Name: |

|Title: | |

| |Title: |

|Date: | |

| |Date: |

| | |

EXHIBIT B

Support

1. Normal Hours of Operation. Normal hours of support operation are Monday – Friday 7:00 AM to 5:00 PM Pacific Time at tve-support@. When a Customer contacts Adobe Technical Support, a specialist gathers the details of the problem and opens a trouble ticket with an assigned severity level. Many problems are resolved at the initial stage with an email or phone call. If the problem involves research by the specialist, he or she shall provide an explanation of actions taken.

2. Severity 1 and Severity 2 Off Hours Support. For Severity 1 and Severity 2 problems, in addition to contacting Adobe Technical Support during normal hours, Customer may contact Adobe Technical Support during the following off hours: Monday – Friday 5:01 PM to 6:59 AM Pacific Time and 5:01 PM Friday to 6:59 AM Monday. In order to receive support during these hours, Customer should send an email to tve-support@. A member of the customer support team will respond to the call in an amount of time based on severity level. Severity Level 1 and 2 response times can only be guaranteed if the issue is submitted via the Technical Support email address.

3. Severity Definitions: A Severity level is assigned by Adobe to all customer issues. in accordance with the severity definitions below. This allows Adobe to prioritize the order in which issues are handled, ensuring that Adobe meets the expectations of Customer, while also allowing the support team to operate efficiently. There are four levels of severity: [CPT would like to further discuss these severity definitions]

Severity 1:

Severity 1 problems are those in which the Service is down in a production environment and the number of end users impacted is greater than 20% (i.e., the Service is deployed in a production environment and is unusable by greater than 20% of end users resulting in substantial disruption of use or outage of Customer service).

Example: Access Enabler SWF is not available or not working such that valid users are not able to gain access to entitled content.

Response Expectation: Response in under 30 minutes

Problem Resolution Measurement: Upon receipt of notice from Customer describing the problem, Adobe shall immediately begin the work necessary to resolve the problem using all available resources.

Severity 2:

Severity 2 problems are those in which a major feature or function failure results in restricted operation of the Service.

Example: Access Enabler SWF is not available to a significant set of valid users (e.g., particular browser or geographic region).

Response Expectation: Response in under 2 hours during technical support hours

Problem Resolution Measurement: 95% of the time Adobe will correct Severity 2 problems within 48 hours of receipt of such notice.

Severity 3:

Severity 3 problems are minor feature or function failures that result in the Service not working as described in its documentation and with minor impact on the Customer’s service.

Response Expectation: Response in under 24 hours during normal technical support hours.

Problem Resolution Measurement: 95% of the time Adobe will correct Severity 3 problems within 4 days of receipt of such notice.

Severity 4:

Severity 4 problems are minor problems that do not impact usability of the Service.

Response Expectation: Response in under 72 hours during normal technical support hours.

Problem Resolution Measurement: 75% of the time Adobe will correct Severity 4 problems within 15 days of receipt of notice. If a code change is required, having the issue fixed in production will be subject to the Adobe Primetime PayTV Pass standard release schedule.

4. Reporting Issues to Technical Support. When reporting issues to Adobe Technical Support there are several items of information that Customer should provide to allow Adobe to accurately and efficiently resolve the issue. This information should be provided regardless of the method by which Customer contacts Adobe Technical Support. These items include: Customer name; requestor’s name and contact information; Adobe service and platform where problem is occurring (including version number); description of the issue and any steps needed to reproduce the issue; any error message that may have been encountered; browser type and version (if applicable).

5. Customer Cooperation. Customer shall cooperate with Adobe in resolving technical issues.

Exhibit B-1

Support Offerings

See attached

|Engagement Area |Basic |Gold |Platinum |

|24x7 Support: |Tel: 888.871.4246 |Tel: 888.871.4246 |Tel: 888.871.4246/Support CRM) |

|Production Blocker Issues |Support CRM |Support CRM | |

|Product Support: |Support CRM |Support CRM & Weekly Calls |Support CRM & |

|Non-Blocker Reactive Support | | |Dedicated Technical Account Manager |

| | | |Phone Support |

| | | |(9:00 - 5:00 PST M-F) |

|Integration Projects: Coordination and |Support CRM |Support CRM & Weekly Calls |Support CRM & |

|Management of Integration Initiatives | | | |

| | | |Dedicated Technical Account Manager |

| | | |Phone Support |

| | | |(9:00 - 5:00 PST M-F) |

|Enablement of New Functionality |Support CRM |Support CRM |Support CRM & |

| | | |Dedicated Technical Account Manager |

| | | |Phone Support |

| | | |(9:00 - 5:00 PST M-F) |

|Beta Programs: Opportunity To |N/A |N/A |Yes |

|Participate in Beta Programs | | | |

|Client Side Code/Workflow Reviews |N/A |N/A |Dedicated Technical Account Manager |

|Support Provided by |Adobe support personnel |Shared Technical Account |Dedicated Technical Account Manager |

| | |Manager | |

|Monthly Fee |Included in core service fee |$5,000 |$10,000 |

All support categories shall use the Priority/Severity Levels and Respone Times defined in the Agreement.

“Technical Account Manager Support” is as follows:

1. Services.

1. A designated Technical Account Manager (“TAM”).

2. Orchestration and facilitation by the TAM of Adobe technical resources as needed. Your TAM will facilitate the interactions between these technical resources to enable a holistic approach to solution deployment and management, effective and timely communication across Adobe and customer teams, proactive identification and resolution of emerging issues, and effective prioritization of efforts by considering business impact and support priorities.

3. A customer-specific account plan that sets out your business objectives, technical services priorities, and a strategic plan to meet your objectives.

4. Maintaining an understanding/ awareness of Adobe engagement within the account and act as a liaison between customer and other Adobe departments as required.

5. Regular account reviews, scheduled as reasonably determined by the TAM and customer; account reviews may be held remotely or during Site Visits.

6. Escalation management for Critical requests (as further referred to in the section below).

7. Proactive communication on relevant/ covered product releases, where available.

2. Technical Support.

1. The technical support services provided to customer as part of the program are to:

a. Augment the number of named technical support contacts provided in customer’s support agreement to a maximum of three (3) named technical support contacts.

b. Provide access to a team of designated contacts for the management of technical support issues.

c. Monitor complex or critical issues, and work closely with the Technical Support Managers for proper escalation.

d. 24X7 support service response for critical issues affecting eligible software products. This means Adobe shall provide support for the applicable software products beyond the times mentioned in the Adobe Support agreement.

“Support CRM” is defined as:

Support provided via email request sent to tve-support@ or such other electronic means as Adobe may designate from time to time during the Term.

“Weekly Calls” are defined as:

Calls with Adobe support personnel to provide updates and discuss open support requests. Calls shall be during normal support hours and shall not exceed two (2) hours in length.

EXHIBIT C

SERVICE LEVEL AGREEMENT

See Attached

Adobe Primetime PayTV Pass

Service Level Agreement

This Service Level Agreement sets forth the service level representation of Adobe to Customer in connection with the Adobe Primetime PayTV Pass service during the Service Term.

1. DEFINITIONS.

Unless otherwise defined herein, each capitalized word shall have the meaning ascribed thereto in the Terms of Service entered into by Adobe and Customer.

“Force Majeure” means acts of God, terrorism, labor action, fire, flood, earthquake, governmental acts, orders, or restrictions, denial of service attacks and other malicious conduct, internet backbone failures, utility failures, and any other lack of Service Availability that was beyond the reasonable control of Adobe.

“Permitted Outage” means a lack of Service Availability caused by any the following: (a) scheduled maintenance or updating, except where such scheduled maintenance renders the Service inoperable and lasts longer thatn 12 consective hours in duration; (b) Customer applications, content, or equipment; (c) acts or omissions of Customer, any Content User, or MVPD; (d) Service administration, commands, or file transfers performed by Customer; (e) work (besides the Service) performed by Adobe at Customer request outside the normal provision of Service; (f) lack of availability or untimely response from Customer; (g) Customer breach of its obligations under the Terms; (g) Customer’s performance of any technical security integrity review, penetration test, or vulnerability scan; and (h) Force Majeure.

“Service Availability” is the time that the Service is capable of receiving, processing, and responding to Play Requests to no fewer than 80% of end users. . [CPT would like to discuss whether “Service Availability” is intended to encompass a situation in which the Service is capable of responding to Play Requests for only one customer. If not, what is intended?]

2. Availability. Adobe will ensure 99.950 percent Service Availability in each calendar month determined by dividing the number of minutes of Service Availability during the month by the number of total minutes in the month that are not minutes of Permitted Outage (the “Represented Availability”). Adobe shall report upon availability at the end of a calendar month if the Represented Availability is not achieved.

3. Scheduled Maintenance. Adobe shall make reasonable efforts to schedule outages for maintenance and updating of the Service on weekends or off-hours and no more than 12 times during the calendar year. Adobe will provide at least 1 day advance notice prior to scheduled maintenance or updating. Adobe reserves the right to extend or change the times of its scheduled maintenance and updating.

4. Service Credit Process. Customer is eligible to receive a service credit in the amount equal to 10% of Customer’s average monthly Use Fee previously paid during the Service Term for any calendar month in which the Service does not achieve the Represented Availability, subject to the following: [CPT would like to discuss changing the credits to be more commensurate with the severity of the outage. Pursuant to the structure set out here, it appears that even if the the Service is down for 5 days a month, for 23 hours each day, over the entire term, Customer only receives a $400 credit for each month and can not terminate]

(a) Notification Requirement. Customer must request a service credit by sending a message to tve-support@ within 5 days after a report provided by Adobe under Section 2 above.

(b) Settlement of Credits. Adobe will issue service credits following Customer’s notification under subsection (a) above. If a monthly recurring charge for a subject month has not been incurred, or for any other reason has been credited or waived, Customer shall not be eligible for a service credit for that month. Should a service credit be earned in the final month of a Service Term, Adobe will apply the service credit against outstanding amounts due Adobe under these Terms, and if no amounts are due, Adobe will pay the credit amount to Customer.

5. Persistent Failure.

Solely in the case of either 5(a) or 5(b), as set forth below, Customer may terminate the Agreement without termination charges or payment of further unearned Fees by providing Adobe written notice within 5 days following the end of the calendar month in which either of the following persistent failures occurs:

(a) six periods of failure of Service Availability lasting greater than 15 consectutive minutes each during a calendar month that are not Permitted Outages; or

(b) lack of Service Availability of more than 24 consecutive hours that is not a Permitted Outage.

6. Remedy.

Customer’s sole remedies for a lack of Service Availability are: (a) service credits; or (b) termination of the Agreement, each only as provided above.

7. Notice.

Notifications to Customer hereunder will be sent to a single Customer support contact email address set forth in the applicable Use Authorization. Such email address may only be updated by Customer by emailing Adobe at the following email address: tve-support@. It is Customer’s sole responsibility to ensure that the provided email address is current and fully functional.

EXHIBIT D

WARRANTED SERVICE FEATURES

The Adobe Service enables programmers and distributors to determine whether a consumer has paid for a TV channel before granting the consumer Internet access to that same channel or an item of content offered on that channel.

The following are the warranted features of the Service.

1. Authentication Service Discovery. The ability for a user to determine his or her distributor.

2. Authentication Persistence. The ability for a user’s authentication to persist beyond a browser session; subject to MVPD requirements and device capabilities.

3. Cross Domain Authentication. The ability for a user to navigate to other participating domains and have authentication persist.

4. Granular Authorization. Representation of a consumer’s authorization at the channel, show, season, episode, etc. level.

5. Minimal Operational Data Reports. Monthly reports regarding the number of users and successful and unsuccessful play requests, authentications, and authorizations. Where possible, metrics will be broken down per MVPD and per Programmer channel. At a minimum, reports will be sent to the programmer within ten (10) business days following the end of each calendar month via email to the designated contact.

6. Media Token Creation and Validation. Programmer-level per-stream token validation in conjunction with the Media Token SDK.

EXHIBIT E

Insurance Requirements

1. Prior to the performance of any service hereunder by Adobe, Adobe shall, at its own expense, maintain the following insurance coverage during the term of these Terms unless otherwise stated below:

1. A Commercial General Liability Insurance with a combined limit of not less than USD $1 million per occurrence and USD $1 million in the aggregate, including Contractual Liability, Personal/Advertising injury and;

2. Business Automobile Liability (including owned, non-owned, and hired vehicles) with a combined single limit of not less than USD $1 million.

3. Professional Liability insurance including And Technology Based Services, Technology Products, And Computer Network Security, And Multimedia And Advertising Liability Insurance with limits of not less than USD $3 million for claims made and USD $3 million in the aggregate, a claims made policy is acceptable providing there is no lapse in coverage and will be in full force and effect during the term of these Terms and for at least one (1) year after the expiration or termination of these Terms.

(An Umbrella or Following Form Excess Liability Insurance Policy will be acceptable to achieve the liability limits required in clauses 1.1 and 1.3 above)

1.4 Workers’ Compensation Insurance with statutory limits to include Employer’s Liability with a limit of not less than USD $1 million.

2. The policies referenced in the foregoing clauses 1.1 and 1.3 shall include the Customer, its parent(s), subsidiaries, licensees, successors, related and affiliated companies, and its officers, directors, and employees, as an additional insured when loss or claim is the direct result of Adobe’s performance under the terms and conditions of this Agreement. All of the above referenced liability policies The coverages referenced in the foregoing clauses 1.1 and 1.2 shall be primary insurance in place and stead of any insurance maintained by Customer when loss or claim is the direct result of Adobe’s performance under the terms and conditions of this Agreement. Customer’s insurance coverages will be primary when loss or claim is due to Customer’s gross negligence and/or willful misconduct. The coverages will extend globally. Adobe’s insurance companies shall be licensed to do business in the state(s) or country(ies) where services are to be performed for Customer and master program coverages will have an A.M. Best Guide Rating of at least A:VII or better or the equivalent. Any master program insurance company of Adobe with a rating of less than A: VII will not be acceptable to the Customer. Adobe is solely responsible for all deductibles and/or self-insured retentions under their policies.

3. The policies referenced in the foregoing clauses 1.1 and 1.2 shall include the Customer, its parent(s), its officers, directors, and employees, as an additional insured when loss or claim is the direct result of Adobe’s performance under the terms and conditions of this Agreement. The coverages referenced in the foregoing clauses 1.1 and 1.2 shall be primary insurance in place and stead of any insurance maintained by Customer when loss or claim is the direct result of Adobe’s performance under the terms and conditions of this Agreement. Customer’s insurance coverages will be primary when loss or claim is due to Customer’s gross negligence and/or willful misconduct. The coverages will extend globally. Adobe’s insurance companies shall be licensed to do business in the state(s) or country(ies) where services are to be performed for Customer and master program coverages will have an A.M. Best Guide Rating of at least A:VII or better or the equivalent. Any master program insurance company of Adobe with a rating of less than A: VII will not be acceptable to the Customer. Adobe is solely responsible for all deductibles and/or self-insured retentions under their policies.

3. Adobe agrees to deliver to Customer upon execution of these Terms, Certificates of Insurance and endorsements evidencing the insurance coverage herein required.  Each such Certificate of Insurance and endorsement shall be signed by an authorized agent of the applicable insurance company, shall provide written notice of cancellation and will be delivered in accordance with the policies’ provisions, and shall state that such insurance policies are primary and non-contributing to any insurance maintained by Customer. Renewal certificates and endorsements will be provided by the Adobe to the Customer at least seven (7) days prior to the expiration of Adobe’s insurance policies. Upon request by Customer, Adobe shall provide a copy of each of the above insurance policies to Customer. Failure of Adobe to maintain the Insurances required under this Exhibit E or to provide Certificates of Insurance, endorsements or other proof of such Insurances reasonably requested by Customer shall be a breach of these Terms and, in such event, Customer shall have the right at its option to terminate these Terms without penalty.

4.         If Adobe engages or hires subcontractors, subconsultants or any other third parties, (Other Parties), to perform services under these Terms, the Other Parties will be required to purchase at their own cost and expense the same insurance as required of the Adobe in these Terms.  The Adobe will be responsible to collect the certificates of insurance and endorsements of the Other Parties’ insurance and upon request by Customer, the Adobe will provide such certificates of insurance and endorsements to Customer.

5.         If the Adobe will be the marketing company for any promotions that involve surety bonds; e.g., Sweepstakes Bonds that the Customer is required to obtain, the Adobe will contact Customer’s Risk Management Department, (RMD).  The Adobe will provide to the Customer’s RMD all information and documents in order for the Customer’s RMD to purchase the bonds.  Once the bonds are executed by the Customer’s RMD, the bonds will be delivered as soon as possible to Adobe for registration.  

EXHIBIT F

Supported MVPDs as of July 1st, 2013

|ABB |Crestview Cable Communications |Mid-Rivers Communications |

|ACE Communications |Cross TV (Cim-tel) |Morris Broadband |

|Advanced Cable Communications |CT Communications Network |MTA Communications, LLC |

|Algona Municipal Utilities |Dalton Utilities/OptiLink |Muscatine Power & Water |

|All West Communications |DIRECTV |Nebraska Central Telecom |

|Anne Arundel |DISH Network |New Wave |

|Antietam Cable Television |Eagle Communications |Nex-Tech |

|ARKWEST Communications |Easton |NKTelco, Inc. |

|Armstrong |EATEL |Nortex Communications |

|Arvig |EPB |NuLink |

|Astound |F&B Communications |Onelink Communications |

|AT&T U-verse |Fidelity |Orbitel Communications, LLC |

|ATMC |FirstMile Technologies |Park RegionTelephone & Otter Tail Telecom |

|Baldwin Telecom, Inc. |Frankfort Plant Board |Paul Bunyon Communications |

|Bay Creek Communications |Full Channel, Inc. |Phonoscope Cable |

|BendBroadband |GCI |Pioneer Communications |

|Blue Ridge |Golden West Cablevision |Pioneer Long Distance, Inc. |

|Brighthouse |Grande |Pottawatomie Telephone Co. |

|Broadstripe |Great Plains Communications |Premier Communications, Inc |

|Brookings Municipal (Swiftel) |GTItv |Rancho Murieta Cable TV |

|BTC Broadband |GVTC |RCN |

|Buckeye CableSystem Inc |Hargray |Reinbeck Municipal TU |

|Burlington Telcom |Harrisonville Telephone Company (HTC) |Rochester Telephone Company |

|Cable One |HawaiianTel |SELCO |

|Cable Services Inc. |Hickory Tech |Service Elect. |

|CableAmerica Corporation |HomeTel Entertainment, Inc. |Sjoberg's Inc. |

|Cablevision |Hood Canal Communications |Southwest Arkansas Telephone |

|Canby Telcom |Horizon Cable TV, Inc |Suddenlink |

|CAS |Hotwire |Summit Broadband |

|CASSCOMM |HTC |Surewest (California) |

|CC Communications |ImOn Communications LLC |Surewest (Kansas City) |

|Cedar Falls Utilities |Insight TWC |Sweetwater Cable Television Co |

|CenturyLink Prism |ITV3 |TCT West Inc |

|CenturyLink Prism (Phoenix) |Knology |TDS |

|Charter |Lafayette Utilities System |Time Warner Cable |

|Cim-Tel Cable, LLC. |Liberty Cable (PR) |Tri County Communications Coop |

|Cincibell |LocalTel Communications |Tri County Telephone |

|City of Wadsworth |Long Lines |United Communications |

|Clear Picture, Inc. |Loretel |Verizon FiOS |

|Click! Network |LUS Fiber |Volcano Vision, Inc. |

|CNS |Madison Communications, Inc |Waitsfield Cable |

|Coast Communications Company |Massillon Cable TV |Wave Broadband |

|Comcast XFINITY |Mediacom |Wehco Video |

|Comporium |Merrimac Communications Ltd. |West Carolina Communications |

|Consolidated Cable Vision, Inc. |MetroCast |Western Iowa Networks |

|Consolidated Communications |MHTC |Windstream |

|Conway Corporation |Midco |Winnebago Cooperative Telecom Assoc. |

|Cox |Mid-Hudson Cablevision |WOW! |

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