DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
ODRL AND VOD DISTRIBUTION AGREEMENT
This ODRL AND VOD DISTRIBUTION AGREEMENT (this “Agreement”), dated as of November 1, 2013 is entered into by and between Culver Digital Distribution Inc., with an address at 10202 West Washington Blvd., Culver City, California, 90232 (“CDD”), and Amazon.com Int’l Sales, Inc., a wholly owned subsidiary of Amazon.com, Inc., with an address at 410 Terry Ave. N, Seattle, Washington 98109-5210 (“Amazon”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings set forth below. 1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Amazon or CDD as appropriate. 1.2 “Amazon Subcontractors” shall mean third party contractors retained by Amazon for the provision of services required by Amazon in connection with the Service. 1.3 “Approved Device” shall mean Target Devices and/or Portable Devices and/or Streaming Devices collectively; provided, however, that in each case, Target Devices and/or Portable Devices and/or Streaming Devices shall be Approved Devices only to the extent they comply with the Target Device-specific or Portable Device-specific or Streaming Device- specific, as applicable, requirements and limitations set forth herein (e.g., the limitations and obligations in the Approved Format, Approved Transmission Means, the Usage Rules, and the content protection and DRM requirements set forth in the attached schedules hereto, etc.). Approved Devices shall run on an Approved Operating System, provided that, those devices listed on Schedule A shall be exempt from this requirement. 1.4 “Approved Format” shall mean (1) with respect to Included Programs for downloading to Customers for Target Devices and Portable Devices as otherwise set forth herein, a digital electronic media file compressed and encoded for secure transmission and storage in accordance with Schedule C attached hereto (a) in the Windows Media Player format (Version 9) and wrapped in Windows Media Series 10 DRM with the license settings/configuration set forth in Schedule B-1 hereto (as such settings may be modified with CDD’s prior written consent), (b) wrapped in Widevine Cypher 4 DRM (“Widevine Format”), (c) wrapped in PlayReady DRM (“Playready Format”), or (d) in such other codecs and DRMs as Amazon may request that CDD approve and CDD may approve, from time to time, in its sole discretion (CDD’s approval of any DRM (including any Streaming DRM) shall also be deemed to include CDD’s approval of any successor version thereto); and (2) with respect to Included Programs for Streaming to Customers as part of Streaming Functionality, as set forth in the Approved Streaming Formats. CDD and Amazon agree to use good faith efforts to discuss the addition of new codecs and DRMs pursuant to subsection (1)(d) above upon the request of either party, but neither party shall be under any obligation to the other to approve any specific additional codec or DRM. Without limiting CDD’s rights in the event of a Security Breach, CDD shall have the right to withdraw its approval of any Approved Format in the event that such Approved Format is materially altered by its publisher in a manner that CDD determines is detrimental to the protection of Included Programs, such as a change to an Approved Format that alters the security systems or usage rules previously supported by the Approved Format;
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provided, however, that no such withdrawal shall be effective unless and until CDD has given Amazon fifteen (15) days prior notice of such withdrawal (during which period Amazon may attempt to address CDD’s concerns, it being understood that CDD shall determine whether its concerns have been met in its sole discretion); and provided, further, that CDD will not give notice of its exercise of such withdrawal rights in circumstances where CDD is not providing analogous notices to other ODRL and VOD services in the Territory that possess Similar Service Features and that utilize the relevant Approved Format in substantially the same way as Amazon, unless those other services have implemented measures that prevent the detrimental effects of the relevant material alteration. The effects of any such withdrawal on Digital Locker Functionality shall be as set forth in Sections 14.1 and 14.2. For the avoidance of doubt, changes to the Windows Media Player format that do not alter the security systems or usage rules previously supported by the player shall not, in and of themselves, be changes that entitle CDD to withdraw the Approved Format. Also, “Approved Format” shall include that a file remain in its approved level of resolution and not be down- or up-converted (it being understood that Amazon is not responsible for down- or up-conversion of Included Programs after they have been delivered from the Service, so long as the Service delivers Included Programs in their approved level of resolution and does not take affirmative steps to enable or encourage down-conversion or up- conversion). 1.5 “Approved Operating System” shall mean any one of Windows XP, Windows Vista, Windows 7 or 8, Mac OS X, iOS, Android (where the implementation is compliant with the Android Compliance and Test Suites (CTS) and Compatibility Definition Document (CDD)), Symbian, RIM QNX, versions of Linux controlled by the manufacturer of Approved Device on which the version of the Linux runs, any subsequent versions of any of these, and any other operating system agreed in writing with CDD, provided that, CDD shall not unreasonably withhold approval over an operating system submitted by Amazon. 1.6 “Approved Streaming Formats” shall mean a digital electronic media file compressed and encoded for secure Streaming transmission in accordance with Schedule C attached hereto: (a) for Flash Devices, in Adobe for Streaming Flash encoded video to web browsing applications subject to the content protection/license settings specifications and obligations set forth in Schedule B-1 (as such provisions may be modified with CDD’s prior written consent) (“Flash Format”); (b) for Hardware-Based DRM Streaming Devices set forth on Schedule A (“Pre-approved Hardware-Based DRM Streaming Devices”), encrypted using Secure Socket Layer (SSL) encryption for Streaming content to the Pre-approved Hardware-Based DRM Streaming Devices in accordance with the content protection/license settings specifications and obligations (including migration obligations) set forth in Schedule B-1 (as such provisions may be modified with CDD’s prior written consent) (“Pre-approved Hardware-Based DRM Streaming Format”); (c) for any other Hardware-Based DRM Streaming Device, the content protection/license settings specifications and obligations set forth in Schedule B-1 (as such provisions may be modified with CDD’s prior written consent); (d) for Flash Access Devices, encrypted using the Adobe Flash Access content protection solution for Streaming Flash Access encoded video to web browsing applications subject to the content protection/license settings specifications and obligations set forth in Schedule B-1 (as such provisions may be modified with CDD’s prior written consent) (“Flash Access Format”); (e) for Widevine Devices, encrypted using the Widevine Format subject to the content protection/license settings specifications and obligations set forth in Schedule B-1 (as such provisions may be modified with CDD’s prior written consent); (f) for Playready Devices, encrypted using the Playready
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DRM subject to the content protection/license settings specifications and obligations set forth in Schedule B-1 (as such provisions may be modified with CDD’s prior written consent); and (g) for Marlin Devices, encrypted using the Marlin DRM subject to the content protection/license settings specifications and obligations set forth in Schedule B-1 (as such provisions may be modified with CDD’s prior written consent) (“Marlin Format”). With respect to any Flash Device that utilizes any Microsoft Windows-based operating system (“Windows-Based Flash Device”), CDD shall have the right to withdraw its approval of the Flash Format as an Approved Streaming Format for the transmission of any Included Programs if the Flash Format does not support output protections as defined in Sections 11 through 12 and 23(iii) of Schedule B-1 by June 30, 2012; provided, however, that (i) no such withdrawal shall be effective unless and until CDD has given Amazon fifteen (15) days’ prior written notice of such withdrawal (during which period Amazon may attempt to address CDD’s concerns, it being understood that CDD shall determine whether its concerns have been met in its sole discretion), (ii) CDD shall give notice of its exercise of such withdrawal rights only in circumstances where CDD is providing analogous notices to all other ODRL and VOD services (in the Territory) that have a substantial amount of Similar Service Features and whose continued use of the Flash Format poses substantially similar security risks as Amazon’s continued use of the Flash Format, and (iii) notwithstanding any such withdrawal, Amazon shall have the right to continue to use the Flash Format as an Approved Streaming Format for any Customer Transaction occurring after the date of such withdrawal if, prior to the date of such withdrawal, Amazon entered into a Customer Transaction pursuant to which the same Customer was authorized to receive an exhibition of the same Included Program. In the event of the withdrawal by CDD of its approval of any Approved Streaming Format, Amazon shall have the right to terminate this Agreement immediately upon written notice to CDD. 1.7 “Approved Transfer Means” shall mean that, with respect to each Customer Transaction, Customers may be permitted to transfer Included Programs to the second of the two (2) permitted Target Devices (or to any replacement of the first or second of such Target Devices in accordance with the terms hereof) via means of burning or copying to and transferring from digital media (e.g., a DVD±R) or an external hard drive or other storage; provided however, that in each such instance the DRM license for the Target Device for the Included Program that allows the Included Program to be viewable on a Target Device shall be delivered directly from the Service. 1.8 “Approved Transmission Means” shall mean: (i) for Target Devices (and not for Portable Devices), Amazon’s delivery of audio-visual content (a) for downloading to Customers on a Target Device over the public, free to the consumer (other than a common carrier/ISP access charge) network of interconnected networks (including the so-called Internet, Internet2 and World Wide Web), each using technology which is currently known as Internet Protocol (“IP”), whether transmitted over cable, DTH, FTTH, ADSL/DSL, Broadband over Power Lines (“BPL”) or other means that is not precluded by this Agreement (the “Internet”); (b) via Approved Transfer Means and (c) with CDD’s prior written approval, which may be given or withheld in CDD’s sole discretion on a system-by-system basis, for downloading on an Approved Device over a closed distribution network or networks (including a subscription service that offers programming not generally available on the World Wide Web or a so-called “walled garden” or closed ADSL/DSL, cable or FTTH service), each using IP technology, whether transmitted over cable, DTH, FTTH, ADSL/DSL, BPL or other means that is not precluded by this Agreement; (ii) for Portable Devices (and not for Target Devices or Streaming
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EXECUTION VERSION
Devices), Amazon’s enabling of Side Loading; and (iii) for Streaming Devices (and not for Target Devices or Portable Devices), Amazon’s delivery of audio-visual content via Streaming to Customers on an Approved Streaming Device over the Internet. The parties acknowledge that the DRM encompassed within the Approved Format may be revised such that the transmission means described in clause (i) above may be practical and secure for use with Portable Devices and that, in such event, the parties will, at either party’s request, discuss the possibility of enabling such transmission means for Portable Devices hereunder, it being understood that neither party will be under any obligation to approve or implement any changes to the Approved Transmission Means but that CDD will not unreasonably withhold its approval of such changes to the Approved Transmission Means. In the event CDD makes such a change to the Approved Transmission Means generally available to other ODRL or VOD services in the Territory, CDD will offer to make such changes available to Amazon on the same terms and conditions unless there is a reasonable Service-related reason for CDD not to do so. Nothing in this definition shall limit any of Amazon’s obligations under this Agreement, including, without limitation, obligations related to the specific types of Approved Devices, the Approved Format or the Usage Rules. “Approved Transmission Means” does not include any means of Viral Distribution and such transmission means may only be enabled upon CDD’s prior written approval of the applicable implementation and technology; it being understood that such approval is not currently given by CDD. For purposes of clarity, for Target Devices and solely with respect to ODRL Customer Transactions, “Approved Transmission Means” includes “pre-ordering” of ODRL Included Programs (download requested by an ODRL Customer prior to the Availability Date of an ODRL Included Program) of an encrypted file by an ODRL Customer in anticipation of an ODRL Customer Transaction, provided that such file cannot be downloaded, decrypted or otherwise viewed prior to: (y) the Availability Date for such ODRL Included Program and (z) the completion of such ODRL Customer Transaction in respect thereof and, provided further, that such pre-ordering is otherwise in compliance with this Agreement. Furthermore, with CDD’s prior written approval, which may be given or withheld in CDD’s sole discretion, “Approved Transmission Means” for Target Devices may include “push download” (download initiated by Amazon rather than Customer) of an encrypted file to a Customer in anticipation of a Customer Transaction, provided that such file cannot be decrypted or otherwise viewed prior to: (1) the Availability Date for such Included Program and (2) the completion of such Customer Transaction in respect thereof. 1.9 “Authorized Version” shall mean, with respect to a VOD Included Program, the VOD Authorized Version and, with respect to an ODRL Included Program, the ODRL Authorized Version. 1.10 “Availability Date” shall mean, with respect to each VOD Included Program, the VOD Availability Date and, with respect to each ODRL Included Program, the ODRL Availability Date. 1.11 “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which banks in Seattle, Washington or Los Angeles, California are closed or authorized to be closed. 1.12 “Cached Streaming” shall mean the transmission of an Included Program in encrypted form solely to a Streaming Device, subject in all other regards to the terms of this Agreement, where (i) the Included Program may be temporarily stored in a local cache on such Streaming Device, (ii) any playback of such temporarily stored Included Program may only be
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commenced if the Streaming Device is then connected to the Internet, and (iii) such temporarily stored Included Program will be rendered no longer viewable on the earliest to occur of (a) termination of delivery of content via the Service, (b) commencement of playback on the relevant Streaming Device of another audio-visual program available on the Service, or (c) twenty-four (24) hours after the Included Program was temporarily stored in a local cache on the relevant Streaming Device. 1.13 “Current Film” shall mean a feature-length film (a) that is released theatrically, “direct-to-video” (“DTV”) or on television (“TVM”) in the Territory or in the U.S., (b) the applicable Availability Date for which is either (i) no more than twelve (12) months after its theatrical release in the Territory or in the U.S. or, in the case of Sony Pictures Classics releases, no more than fourteen (14) months after its initial theatrical release in the Territory or in the U.S., or (ii) no more than four months after the Home Video Street Date in the Territory or in the U.S. or (iii) with respect to a TVM, no more than six (6) months after its initial television release in the Territory or in the U.S. 1.14 “Customer” shall mean a VOD Customer or an ODRL Customer. 1.15 “Customer Transaction” shall mean a VOD Customer Transaction or an ODRL Customer Transaction. 1.16 “Deliver” shall mean, with respect to each Included Program, CDD’s completion of each of the following: (A) delivery to Amazon (or CDD’s making available to Amazon in a manner contemplated hereby (or otherwise agreed to by the parties)) of a Source Copy; (B) delivery to Amazon (or CDD’s making available to Amazon in a manner contemplated hereby (or otherwise agreed to by the parties)) of the Metadata for the Included Program; (C) notice to Amazon (in a manner contemplated hereby or otherwise agreed to by the parties) of the Availability Date for the Included Program. “Delivering” and “Delivered” have correlative meanings. 1.17 “Digital Locker Functionality” shall mean functionality that allows an ODRL Customer’s ODRL Included Programs purchased on an ODRL basis, subject to the following provisions, to be managed by a “digital locker” service owned and operated by Amazon or its Affiliates that enables the Customer to securely and verifiably download and re-download the applicable ODRL Included Programs to Target Devices from time to time at the ODRL Customer’s discretion at any time within ten (10) years after the ODRL Customer’s initial ODRL Customer Transaction for the applicable ODRL Included Program (the “Digital Locker Term”); provided that (i) subject at all times to the ODRL Usage Rules, Amazon shall ensure that (a) the aggregate number of Target Devices on which all programs are viewable at any given time is no more than four (4) and (b) the aggregate number of Portable Devices on which all programs are viewable at any given time is no more than two (2); and (ii) in order to use the Digital Locker Functionality, the Authorized Device must be associated with the applicable ODRL Customer’s account or the applicable ODRL Customer must be logged in to the Service after providing a secure password that enables transactions from such ODRL Customer’s account without having to provide additional credit card, billing, security or other information (save that Amazon may
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implement reasonable “parental control” functionality designed to ensure that parental authorization is required for an ODRL Customer Transaction, download and playback of certain designated content).” 1.18 “DVD” shall mean the standard DVD (digital versatile disk) format commonly used, as of the date of this Agreement, to distribute pre-recorded motion picture home entertainment products in the retail channel and “DVD” excludes any successors and/or derivatives of the current standard DVD format, such as audio-only DVDs (e.g., DVD Audio, SACD, and Mini DVD), high definition DVDs (e.g., “Blu-Ray discs,” “HD-DVD” or red-laser technology), limited-play DVDs (e.g., Flexplay), ecopies, and UMD/PSP. 1.19 “Feature Film(s)” shall mean those feature-length films which CDD makes available for license hereunder. Feature Films made available by CDD and licensed by Amazon on an ODRL basis hereunder shall be ODRL Included Programs for all purposes of this Agreement. Feature Films made available by CDD and licensed by Amazon on a VOD basis hereunder shall be VOD Included Programs for all purposes of this Agreement. 1.20 “Hardware-Based DRM Streaming Device” means: (i) the Pre-approved Hardware-Based DRM Streaming Devices, and (ii) any other Streaming Device which supports the content protection/license settings specifications and obligations set forth in Schedule B-1 (as such provisions may be modified with CDD’s prior written consent). 1.21 “High Definition” shall mean encoding with greater resolution than Standard Definition, but less than 1920 x 1080 resolution. 1.22 “High Definition Feature Film” means those Feature Films, if any, made available by CDD in High Definition and selected to be licensed by Amazon in accordance with the terms of this Agreement. 1.23 “High Definition Television Program” means those Television Programs, if any, made available by CDD in High Definition and selected to be licensed by Amazon in accordance with the terms of this Agreement. 1.24 “Home Theater” means on-demand exhibition and/or sell-through of any Included Program on a premium fee basis prior to the Home Video Street Date of such Included Program. 1.25 “Home Video Street Date” for each Included Program in the Territory shall mean the date on which such Included Program is first authorized by CDD (or its Affiliate) to be made available in the Territory to the general public for sale or rental in Home Video (as defined below) format. Notwithstanding the foregoing, “Home Video Street Date” shall specifically exclude any sale of an Included Program in the Home Video format bundled with a hardware product manufactured by an Affiliate of CDD (“Affiliate Bundle”). “Home Video” as used herein means (i) with respect to any Included Program that Amazon is authorized to distribute solely in Standard Definition, a physically delivered standard definition home video format version thereof (e.g., a DVD, and whenever the term “DVD” is used in this Agreement, such term shall be deemed to mean a DVD or any other Home Video in Standard Definition format) and (ii) with respect to any Included Program that Amazon is authorized to distribute in High Definition, a physically delivered high definition home video format version thereof (e.g., a Blu- ray disc and, whenever the term “Blu-ray disc” is used in this Agreement, such term shall be deemed to mean a Blu-ray disc or any other Home Video in High Definition format).
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1.26 “Included Program” shall mean a VOD Included Program or an ODRL Included Program. 1.27 “Instant Playback Segment” means an excerpt having an aggregate duration of no greater than two (2) minutes from any Included Program that Amazon determines a customer may have a potential interest in viewing (e.g., because the customer has added that Included Program to a “favorites” or “watch” list, has initiated a search in which that Included Program was among the search results, has viewed the product detail page for that Included Program or for related Included Programs such as another episode from the same television series, or has otherwise engaged in conduct that reasonably suggests the potential interest of the customer in viewing that Included Program). 1.28 “Library Film” shall mean any film made available hereunder that does not qualify as a Current Film hereunder due to its failure to meet the criteria set forth in the definition of Current Film. 1.29 “License Fees” means, collectively, the Film ODRL License Fees, the Film VOD License Fees, the Television Program ODRL License Fees and the Television Program VOD License Fees. 1.30 “Licensed Language” for each Included Program shall mean its original language version; provided, however, if its original language version is not Japanese, the original language dubbed or subtitled (in each case, to the extent available) in Japanese. 1.31 “License Period” shall mean, with respect to each VOD Included Program, the VOD License Period and, with respect to each ODRL Included Program, the ODRL License Period. 1.32 “Long-Form Promotional Preview(s)” shall mean a video clip consisting of no longer than the first 2 minutes, 13 seconds of consecutive footage (“Maximum Preview Duration”) from any Included Program. Amazon’s right to use the Long-Form Promotional Previews is subject to all contractual restrictions of which CDD notifies Amazon in writing (which restrictions will only be effective five (5) days after Amazon’s receipt of any such written notice) and within five (5) days of Amazon’s receipt of any such written notice, Amazon will either comply with the relevant restrictions or cease using the relevant Long-Form Promotional Previews. Further, if any guild, union, or collective bargaining agreements to which CDD or its affiliates is a party, or becomes a party in the future requires a maximum duration for video clips that is shorter than the Maximum Preview Duration in order to avoid a residual, reuse or other fee in connection therewith (“Revised Preview Duration”), CDD shall notify Amazon in writing as soon as is reasonably possible after CDD becomes aware of such requirement. Such written notice shall specify such Revised Preview Duration and set forth the date on which Amazon shall conform to such Revised Preview Duration. Amazon shall, no later than the date specified in such written notice by CDD (provided, however, that Amazon shall, at a minimum, have at least two (2) Business Days after Amazon’s receipt from CDD of such written notice to do so), either (a) cease using Long-Form Promotional Previews or, (b) if Amazon wishes to continue to use any Long-Form Promotional Preview, reduce the duration thereof so that it does not exceed such Revised Preview Duration. In addition to and without limiting any other remedy available to CDD hereunder, in the event that Amazon exceeds the Maximum Preview Duration or any Revised Preview Duration after the date Amazon is required to implement such Revised Preview Duration hereunder, Amazon shall indemnify CDD for the costs of any residual, reuse or other
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fee due by CDD (or its affiliates) under the applicable guild, union, or collective bargaining agreement(s) as a result thereof. Without limiting the foregoing, CDD shall have the right to terminate (a) Amazon’s right to use a Long-Form Promotional Preview for a particular Included Program on a case-by-case basis if CDD reasonably believes that such Long-Form Promotional Preview is not appropriate for all audiences or may violate the terms of any of CDD’s agreements with, or may adversely affect CDD’s material relations with, any third party and (b) Amazon’s general right to use Long-Form Promotional Previews under this Agreement to promote potential VOD and/or ODRL distribution of Included Programs may be withdrawn by CDD if CDD withdraws the same right from all other ODRL and/or VOD distributors in the Territory, as applicable. CDD shall give Amazon written notice of any such termination, in which event Amazon shall cease using the applicable Long-Form Promotional Preview(s) within two (2) Business Days after receipt of such notice. 1.33 “Major Studio” shall mean Sony Pictures Entertainment, Universal Studios, Twentieth Century Fox, The Walt Disney Company, DreamWorks SKG, Paramount Pictures, Metro-Goldwyn-Mayer, and Warner Bros., and any of their respective motion picture production and distribution affiliates. 1.34 “Marlin Device” shall mean any IP-enabled hardware device used by a Customer that supports the Marlin Format. 1.35 “Metadata” shall mean, with respect to each Included Program: (i) title; (ii) tile picture or box art; (iii) CDD’s SKU or other unique identifier; and (iv) where available, at least one trailer for the Included Program. 1.36 “Non-Theatrical” means the exhibition of an audio-visual program by a service provided by a non-theatrical venue or facility (excluding private domestic residences) in or initiated in such non-theatrical venue or facility, provided that such venue or facility is not primarily engaged in the business of exhibiting motion pictures to the public, including: educational institutions (including dormitories); industrial, corporate, retail and commercial establishments; government and civic/community organizations; libraries; museums; parks, beaches, and campgrounds; prisons; churches, convents and monasteries; hospitals, nursing homes and hospices; retirement homes; orphanages; aeroplanes, cruise ships, ships, river boats, ferries, buses/coaches, and trains; marine and military installations; community and/or social clubs; hotels, motels, inns and lodges; holiday camps; film societies; and cemeteries. 1.37 “ODRL Authorized Version” shall mean the version made available by CDD to Amazon for distribution on an ODRL basis hereunder; provided, however, that for ODRL Included Programs that are also available on DVD, CDD shall use commercially reasonable efforts to notify Amazon of any material differences (e.g., deleted scenes or changed music) between the content of such Included Program and the content of the movie/program on DVD (it being understood that the existence of such differences will be the exception rather than the rule). For the avoidance of doubt, the foregoing notice requirement shall apply only to the content of the applicable movie/program itself and not to any “bonus materials” (including, without limitation, interviews, extra scenes, behind the scenes, etc.) or other content other than the movie/program itself, it being understood that the ODRL Included Programs will not include any such “bonus materials” or any materials other than the movie/program itself. Furthermore, Amazon acknowledges that there may be more than one version of a title on DVD (e.g., special edition, anniversary edition, director’s cut, etc.) and that, unless CDD indicates otherwise, the
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ODRL Authorized Version shall correspond with the initially launched version of such title on DVD. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the encoding, playback, authoring, chaptering and/or user experience for DVD viewing will differ from those of ODRL Included Programs provided hereunder (e.g., Included Programs will not have chaptering) and that such differences shall not cause an Included Program to be deemed to not be in the ODRL Authorized Version or to otherwise be a breach of CDD’s obligations under this Agreement. For the avoidance of doubt, “ODRL Authorized Version” shall in no event include the 3D or higher version of an Included Program. 1.38 “ODRL Availability Date” shall mean, with respect to any ODRL Included Program, the date specified by CDD on which Amazon is entitled to commence ODRL Customer Transactions with respect to such ODRL Included Program on the Service. 1.39 “ODRL Customer” shall mean a registered user of the Service authorized by Amazon to engage in an ODRL Customer Transaction with respect to an ODRL Included Program from the Service in accordance with the terms and conditions hereof. 1.40 “ODRL Customer Transaction” shall mean each instance in which an ODRL Customer is authorized by Amazon to download, receive, decrypt and play a copy of an ODRL Included Program from the Service on an ODRL basis, it being understood that an ODRL Customer’s usage of an ODRL Included Program in a manner allowed by this Agreement (including, without limitation, usage in the Approved Format and in compliance with the ODRL Usage Rules) occurring after the ODRL Customer Transaction pursuant to which Amazon initially authorized such Customer to download, receive, decrypt and play the applicable ODRL Included Program shall not be deemed to give rise to additional Customer Transactions. 1.41 “ODRL Included Program” shall mean any program, regardless of what medium such program was first released, made available by CDD to Amazon and licensed by Amazon on an ODRL basis hereunder. 1.42 “ODRL License Period” shall mean, with respect to an ODRL Included Program, the period during which Amazon may make such ODRL Included Program available for ODRL distribution hereunder as specified in Section 6. 1.43 “ODRL Usage Rules” shall mean that, for the payment by an ODRL Customer to Amazon of one Customer Price, Amazon may permit such ODRL Customer to have any and all of its (1) ODRL Included Programs purchased on an ODRL basis active on (i.e., viewable on), at any one time, up to five (5) Target Devices and Portable Devices in any combination (for a maximum total of five (5) such devices at once) and shall further include (A) Digital Locker Functionality to enable such ODRL Customer to make copies of the file (but not the encryption or license key) that comprises an ODRL Included Program so long as any such copy remains in encrypted, unviewable form, except to the extent such ODRL Customer has a valid license key issued by Amazon in accordance with this Agreement to view such ODRL Included Program, and (B) Streaming Functionality. Those ODRL Included Programs purchased on an ODRL basis and downloaded via an applicable Approved Transmission Means in the Approved Format specified in subsections 1 (a) through (d) of the definition of Approved Format to a Target Device or Portable Device, shall be viewable thereon an unlimited number of times, at the discretion of the ODRL Customer, solely on such devices (provided that all programs may be viewable via Streaming on no more than two (2) devices at any one time) and only so long as such devices are active (e.g., such devices have not been de-authorized pursuant to Digital
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EXECUTION VERSION
Locker Functionality). If the user has Included Programs downloaded onto five (5) Approved Devices and attempts to download any Included Program to a sixth (6th) device, Amazon shall require the user to delete all Included Programs from one (1) of the five (5) Approved Devices prior to allowing such user to download such Included Program to such sixth (6th) device. 1.44 “On-Demand Retention License” or “ODRL” shall mean the point-to-point electronic delivery of a single audio-visual program from a remote source to a viewer for Personal Use in response to such viewer’s request, for which the viewer pays a per-transaction fee, including by way of redemption of gift certificates (or other similar instruments) that have been paid for by cash consideration (which fee is unaffected in any way by the purchase of other programs, products or services, but not referring to any fee in the nature of an equipment rental or purchase fee) pursuant to an authorized transaction whereby such viewer is licensed to view such program for playback an unlimited number of times (subject to any restrictions that may be set forth in the terms of use for the Service). ODRL shall not include, without limitation, pay- per-view, Video-on-Demand, Non-Theatrical, Home Theater, manufacture on demand, in store digital download (i.e., kiosks), physical home video, premium pay television, basic television or free broadcast television. 1.45 “Personal Use” shall mean the private, non-commercial viewing by one or more persons on the television or monitor associated with, or connected to, an Approved Device, provided that the consumer’s use of Approved Devices in public locations is personal and non- commercial. Any viewing for which a premises access fee or other admission charge is imposed (other than any fee related only to access such non-residential venue for other general purposes) or any such viewing that is on a monitor provided by such non-residential venue (or by a third party under any agreement or arrangement with such non-residential venue) shall not constitute a “Personal Use.” 1.46 “Playready Device” shall mean any IP-enabled hardware device used by a Customer that supports the Playready Format of Approved Format. 1.47 “Portable Device” shall mean a hardware device that is a portable digital video player that is not a Target Device and which: (i) supports the Approved Format and the DRM encompassed in subsection (a) of the definition of Approved Format (e.g., with respect to Windows Media DRM Series 10, the device meets Microsoft’s Compliance Rules and Robustness Rules); and (ii) which receives Included Programs solely by an Approved Transmission Means applicable to Portable Devices. 1.48 “Season Bundle” shall mean all episodes comprising a single broadcast season of a Television Program then currently available, and any future episodes (if any) of such Television Program’s broadcast season, as made available by CDD in its sole discretion. 1.49 “Security Breach” shall mean a circumvention or failure of the Approved Format, including the DRM encompassed within the Approved Format, or of the Service’s servers, network components, technology or security procedures that results in or may reasonably be expected to result in: (i) viewable copies of Included Programs being available without restriction or other than in compliance with the Usage Rules; or (ii) the availability of any Included Program downloaded, or available, from the Service on, or means to transfer any Included Program downloaded, or available, from the Service to and view such program on, devices that are not Approved Devices, or transcode any Included Program downloaded, or available, from the Service to formats that are not Approved Formats and/or transmit any
-10- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
Included Program downloaded, or available, from the Service through transmission means that are not Approved Transmission Means, which condition(s) may, in the good faith judgment of CDD, result in actual or threatened harm to CDD. 1.50 “Service” shall mean the On-Demand Retention License program distribution service and VOD distribution service which is, and shall at all times during the Term be, branded primarily as “Amazon” or “Amazon.com” or such other brand as may be specified by Amazon in writing and, in each case, wholly-owned and controlled during the Term by Amazon or its Affiliates (located at the URL www.amazon.co.jp or any client application or other user interface through which consumers are capable of directly accessing such On-Demand Retention License program distribution service). The Service shall not, during the Term, contain any promotion or advertising of any third party products or services (a) within the playback of Included Programs and/or within the area of the player or the episode listing below it, and/or (b) on any dedicated CDD storefront, and/or on the product detail pages for digital download of Included Programs on the Service and/or any other promotion or advertising specifically sold or targeted against any Included Program. For clarity, solely with respect to subclause (b) of the immediately preceding sentence, algorithmic placements (such as “Recommendations for You” or “Customers Who Also Bought”) will not be deemed specifically sold or targeted against any Included Program. For purposes of clarification, this Agreement sets forth the terms and conditions upon which Amazon shall be entitled, hereunder, to distribute the CDD-related Included Programs covered hereby via the Service. Nothing contained herein shall restrict Amazon’s ability to determine the features of the Service hereunder in its sole and absolute discretion, provided that Amazon agrees that no change or modification of the Service shall enable Amazon or its Customers to download, view, or use Included Programs other than as specifically granted by the licenses herein. In the event that Amazon shall desire to make changes, on a go forward basis for future Customer Transactions on the Service, that would generally be applicable to all digital video content from Major Studio suppliers to the Service, to usage rules, transmission means or formats or devices, or any other changes to the Service which are materially inconsistent with or prohibited by the Approved Device, Approved Format, Approved Transmission Means or Usage Rules or any other provision contained herein (“Modified Terms”), which CDD does not approve, in writing in its sole discretion, but which are approved by at least two (2) other Major Studios, Amazon shall be entitled to proceed with implementation of the Modified Terms and, provided that Amazon gives CDD no less than thirty (30) days advance written notice of the applicability of the Modified Terms to the Included Programs, the Modified Terms shall be applicable to the Included Programs, provided, further, however, that, in such instance, CDD shall be entitled to terminate this Agreement on fifteen (15) days advance written notice, which notice must be given, if at all, within forty-five (45) days of CDD’s receipt of reasonably- detailed written notice of the Modified Terms and such Modified Terms’ approval by at least two (2) other Major Studios. For the avoidance of doubt, in the event CDD exercises the termination right set forth in the preceding sentence, the Modified Terms shall not apply with respect to Customer Transactions occurring prior to the effectiveness of such termination (or the Included Programs downloaded pursuant to such pre-termination Customer Transactions). 1.51 “Side Loading” shall mean the transfer of Included Programs (in a manner whereby such Included Programs are viewable) from a Customer’s Target Device to such Customer’s Portable Device, solely for viewing on such Portable Device, by means of locally connecting (physically via cable or wirelessly via a localized connection, but in no event via the
-11- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
Internet) the applicable Portable Device to the applicable Target Device. For the avoidance of doubt, Side Loading shall not include direct downloads to Portable Devices from the Service. 1.52 “Similar Service Features” shall mean those features of the product offering of a licensee or other distributor of CDD content on an On-Demand Retention License basis in the Territory that are substantially similar to corresponding features of the Service (after taking into account any linked or related limitations or functionalities). 1.53 “Source Copy” shall mean a copy of the Authorized Version of an Included Program in the Licensed Language Delivered in accordance with the terms of Section 9.1 and the Content Specifications set forth in Schedule D hereto. 1.54 “Standard Definition” shall mean encoding (i) with not more than 480 (for NTSC sourced content) or 576 (for PAL sourced content) horizontal lines and (ii) in all cases not more than 720 vertical lines. 1.55 “Standard Definition Feature Film” means those Feature Films, if any, made available by CDD in Standard Definition and selected to be licensed by Amazon in accordance with the terms of this Agreement. 1.56 “Standard Definition Television Program” means those Television Programs, if any, made available by CDD in Standard Definition and selected to be licensed by Amazon in accordance with the terms of this Agreement. 1.57 “Streaming” shall mean the transmission of a digital file containing audio-visual content from a remote source for viewing concurrently with its transmission, which file, except for temporary caching or buffering of a portion thereof (but in no event the entire file), may not be stored or retained for viewing at a later time (i.e., no leave-behind copy – no playable copy as a result of the stream – resides on the receiving device), provided that, notwithstanding the foregoing, solely with respect to delivery of audio-visual content to Streaming Devices, “Streaming” shall include Cached Streaming. 1.58 “Streaming Device” shall mean an IP-enabled hardware device used by a Customer, including a desktop or a laptop personal computer used by a Customer, which fully supports the Approved Streaming Formats. 1.59 “Streaming Functionality” shall mean the distribution of an Included Program subject to a Customer Transaction in an Approved Streaming Format to Streaming Devices via an Approved Transmission Means for Streaming Devices using a method whereby such Included Program is viewable at substantially the same time as it is distributed. Streaming Functionality shall only be permitted under this Agreement solely to the extent each condition set forth in Schedules B-1 and B-3 hereto is met. For purposes of clarification, (i) no advertisements nor any content other than the Included Program may appear within the video window when such Included Program is streamed pursuant to this provision and (ii) Digital Locker Functionality (as defined at Section 1.17 of this Agreement) for any particular ODRL Included Program shall be deemed to include Streaming Functionality for so long as Amazon continues to have the right to offer Digital Locker Functionality for such ODRL Included Program. 1.60 “Target Device” shall mean an IP-enabled hardware device of a Customer, including a desktop or laptop personal computer, that supports an Approved Format, including, without limitation, the DRM encompassed within the Approved Format (e.g., with respect to Microsoft Windows Media DRM Series 10, the device meets Microsoft’s Compliance Rules and
-12- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
Robustness Rules) and which receives Included Programs from a Customer Transaction on the Service solely by an Approved Transmission Means applicable to Target Devices; provided, however, that only hardware devices that are Widevine Devices shall be Target Devices for the Widevine Format within the definition of Approved Format. 1.61 “Television Program(s)” shall mean those serialized broadcast television program episodes, or other short-form content which CDD makes available for license hereunder on an ODRL and/or VOD basis, either individually or as part of a Season Bundle. Television Programs made available by CDD and licensed by Amazon on an ODRL basis shall be an ODRL Included Program for all purposes of this Agreement and Television Programs made available by CDD and licensed by Amazon on a VOD basis shall be a VOD Included Program for all purposes of this Agreement. 1.62 “Territorial Breach” shall mean a failure by Amazon to comply with the geofiltering technology requirements, as set forth in Section 13.1, where such failure may, in the reasonable good faith judgment of CDD, result in actual or threatened harm to CDD. 1.63 “Territory” shall mean Japan. 1.64 “Usage Rules” shall mean, with respect to an ODRL Included Program, the ODRL Usage Rules and, with respect to a VOD Included Program, the VOD Usage Rules. In addition to the foregoing, with respect to all Included Programs in the Approved Format specified in subsections (1) (a) through (d) of the definition of Approved Format to a Target Device or Portable Device may be securely streamed from Approved Devices to an associated television set, video monitor or display device solely within a local area network in compliance with the requirements of Schedule B-1. For the avoidance of doubt, the Streaming functionality set forth in the immediately preceding sentence at subsection (ii) refers only to a Customer’s ability to Stream Included Programs within a Customer’s home network which is distinct from the term “Streaming Functionality” defined herein at Section 1.59. Solely with respect to ODRL Included Programs in the Approved Format agreed by the parties under subsection 1(e) of the definition of “Approved Format” above, “Usage Rules” shall mean such rules as the parties may mutually agree upon, to be set forth on a separate written schedule to be attached hereto, which rules may include the transfer or transmission of an ODRL Included Program to removable media playable on electronic devices other than Approved Devices (e.g., DVD format playable on DVD players currently in the market) and/or enabling a means of Viral Distribution; provided, however, that any such transfer, copying, transmission and/or distribution may only be enabled upon CDD’s prior written approval of the applicable implementation and technology; it being understood that such approval is not currently given by CDD; provided, further, however, that CDD acknowledges that the Service, the DRM and Approved Device technologies will, except with respect to Streaming Functionality, enable Customers to back-up or copy and transfer encrypted files for Included Programs (and is, in fact, incapable of controlling the same), which encrypted files are not playable on their own and require a valid DRM license (which may be obtained only as specified in this Agreement) to be viewable. 1.65 “VCR Functionality” shall mean the capability of a Customer to perform any or all of the following functions with respect to the delivery of an Included Program during the Customer’s authorized Viewing Period: stop, start, pause, play, rewind and fast forward. 1.66 “Video-On-Demand” or “VOD” means the exhibition of a single program for Personal Use in response to the request of a viewer (i) for which the viewer pays a fee solely for
-13- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
the privilege of viewing each separate exhibition of such program (or multiple exhibitions, each commencing during its Viewing Period), including by way of redemption of gift certificates (or other similar instruments) that have been paid for by cash consideration, which fee is unaffected in any way by the purchase of other programs, products or services, (ii) the exhibition start time of which is at a time specified by the viewer in its sole discretion, (iii) which is susceptible of and intended for viewing by such viewer simultaneously with the delivery of such program for viewing during its Viewing Period, and (iv) which is displayed on a video monitor or television set associated with or transmitted by the Approved Device that received delivery of such program from the service provider. Without limiting the generality of the foregoing, “Video-On- Demand” shall not include operating on a subscription basis (including, without limitation, so- called “subscription video-on-demand” and club fees, access fees, monthly service fees or similar fees for general access to the Service (whether direct or indirect)) or 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). “Video-On-Demand” shall not include pay-per-view, digital electronic sale/sell-through, Non-Theatrical, Home Theater, on demand retention licensing, premium pay television, basic television or free broadcast television exhibition. Video-On-Demand shall not preclude VCR Functionality. For purposes of clarification, the parties hereto acknowledge and understand that “Video-On-Demand” shall not preclude, restrict or otherwise interfere with Amazon’s right (A) to determine the Customer Price for each Included Program hereunder as set forth in Section 8.5; or (B) to offer discount promotions in which a Customer Price of some amount is charged to Customers for an Included Program in conjunction with other digital content that is made available on the Service to Customers, with CDD’s prior consent. 1.67 “Viewing Period” shall mean, with respect to each VOD Customer Transaction for an Included Program, the time period (a) commencing at the time a Customer is initially technically enabled to view such Included Program on any Approved Device but in no event earlier than its Availability Date, and (b) ending on the earliest of (i) seventy-two (72) hours after the Customer first commences viewing such Included Program on any Approved Device, (ii) thirty (30) days after such VOD Customer Transaction, and (iii) and (ii) the expiration of the License Period for such Included Program. Notwithstanding the foregoing, a single Video-On- Demand exhibition that commences during an Included Program's Viewing Period on an Approved Device may play-off for the uninterrupted duration of such Included Program, even if such uninterrupted duration continues beyond clause (b)(ii) or (b)(iii) of the immediately preceding sentence (“Customer Play-Off Rights”). For the avoidance of doubt, a Customer is entitled to a single Viewing Period per Customer Transaction for an Included Program, regardless of the number of Approved Devices on which the applicable Included Program is viewed during such Viewing Period. 1.68 “Viral Distribution” shall mean the retransmission and/or redistribution of an Included Program, either by Amazon or by the Customer, by any method, in a viewable, unencrypted form including, but not limited to: (i) peer-to-peer file sharing as such practice is commonly understood in the online context; (ii) digital file copying or retransmission; or (iii) burning, downloading or other copying of an Included Program to any removable medium (such as DVD) from the initial download targeted by the Service and distribution of copies of an Included Program viewable on any such removable medium.
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EXECUTION VERSION
1.69 “VOD Authorized Version” shall mean the version made available by CDD to Amazon for distribution on a VOD basis hereunder. For the avoidance of doubt, the “VOD Authorized Version” shall in no event include the 3D or higher version of a VOD Included Program. 1.70 “VOD Availability Date” shall mean, with respect to any VOD Included Program, the date specified by CDD on which Amazon is entitled to commence VOD Customer Transactions with respect to such VOD Included Program on the Service. 1.71 “VOD Customer” shall mean a registered user of the Service authorized by Amazon to engage in a VOD Customer Transaction with respect to a VOD Included Program from the Service in accordance with the terms and conditions hereof. 1.72 “VOD Customer Transaction” shall mean each instance in which a VOD Customer is authorized by Amazon to download, receive, decrypt and play a copy of a VOD Included Program from the Service on a VOD basis, it being understood that a VOD Customer’s usage of a VOD Included Program in a manner allowed by this Agreement (including, without limitation, usage in the Approved Format and in compliance with the VOD Usage Rules) occurring after the VOD Customer Transaction pursuant to which Amazon initially authorized such Customer to download, receive, decrypt and play the applicable VOD Included Program shall not be deemed to give rise to additional Customer Transactions. 1.73 “VOD Included Program” shall mean any program, regardless of what medium such program was first released, made available by CDD to Amazon and licensed by Amazon for on a VOD basis hereunder. 1.74 “VOD License Period” shall mean, with respect to a VOD Included Program, the period during which Amazon may make such VOD Included Program available for VOD distribution hereunder as specified in Section 6. 1.75 “VOD Usage Rules” shall mean that, for the payment by a VOD Customer to Amazon of one Customer Price, Amazon may permit such VOD Customer to have a VOD Included Program active on (i.e., viewable on), at any one time, no more than one (1) Approved Device, except that Streaming of a particular VOD Included Program shall be possible simultaneously on two (2) Approved Devices for up to fifteen (15) minutes to allow for latencies in the signalling of stream initiation and termination. Those VOD Included Programs acquired on a VOD basis and downloaded via an applicable Approved Transmission Means in the Approved Format specified in subsections 1 (a) through (d) of the definition of Approved Format to a Target Device or Portable Device, shall be viewable thereon an unlimited number of times, at the discretion of the Customer, for the duration of the Viewing Period, and solely on such devices and only so long as such devices are active (e.g., such devices have not been de- authorized pursuant to Digital Locker Functionality). 1.76 “Widevine Device” shall mean any IP-enabled hardware device used by a Customer that supports the Widevine Format of Approved Format. 2. TERM. This Agreement shall commence on the date it is finally executed by both parties (“Effective Date”) and, unless terminated earlier pursuant to the provisions set forth in Section 18.1, shall continue for a period of one (1) month, subject to any and all Customer Play- Off Rights described in Section 1.67 (the “Initial Term”). The Initial Term, shall thereafter automatically renew for successive one (1) month periods (in each case, subject to any and all
-15- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
Customer Play-Off Rights) unless and until terminated by either party upon thirty (30) days prior written notice to the other party for any reason. The Initial Term, along with any renewal periods thereafter, pursuant to this Section, shall be the “Term” hereunder. 3. LICENSE. 3.1 License Grant. Subject to Amazon’s compliance with the terms and conditions of this Agreement, CDD grants to Amazon, and Amazon hereby accepts, a limited, non-exclusive, non-transferable (except as provided for in Section 21 below), non-sublicensable license during the Term to distribute each ODRL Included Program in its Authorized Version and the Licensed Language solely in the medium of On-Demand Retention License delivered by an Approved Transmission Means in an Approved Format to an Approved Device of an ODRL Customer of the Service for Personal Use in the Territory pursuant solely in each instance to an ODRL Customer Transaction and subject at all times to the DRM and Content Protection Requirements (as set forth in Schedules B-1 and B-3) and the ODRL Usage Rules. Subject to Amazon’s compliance with the terms and conditions of this Agreement, CDD grants to Amazon, and Amazon hereby accepts, a limited, non-exclusive, non-transferable (except as provided for in Section 21 below), non-sublicensable license during the Term to distribute each VOD Included Program in its Authorized Version and the Licensed Language solely in the medium of VOD delivered by an Approved Transmission Means in an Approved Format to an Approved Device of a VOD Customer of the Service for Personal Use in the Territory pursuant solely in each instance to a VOD Customer Transaction and subject at all times to the DRM and Content Protection Requirements (as set forth in Schedules B-1 and B-3) and the VOD Usage Rules. Amazon may distribute Included Programs, pursuant to the terms hereof, in High Definition or Standard Definition, solely to the extent CDD, in its sole discretion, designates the relevant Included Program for distribution in the applicable resolution and the applicable medium (i.e., ODRL or VOD). The parties acknowledge that the Usage Rules set forth herein reflect the formats, devices and content protection security systems currently approved by CDD. Without limiting CDD's right, in its sole discretion, to exercise any approval right hereunder, the parties acknowledge that it is their intention to expand the Usage Rules, when so deemed appropriate, to include a fuller consumer offering of the ability to securely record programs to removable media; it being understood no such expansion is currently approved by CDD, CDD is under no obligation to approve such expansion and such approval, if any, shall be given or withheld at CDD’s sole discretion. There shall be no holdback on CDD’s right to exploit any Included Program in any version, language, territory or medium, or by any transmission means, in any format, to any device in any venue or in any territory at any time. 3.2 Instant Playback. Solely for the purpose of being able to, on a technical basis, provide a more efficient and faster playback of an Included Program, CDD authorizes Amazon to create and cache one or more Instant Playback Segments for customers (even if such customers have not yet entered into a Customer Transaction for the relevant Included Programs from which such Instant Playback Segments have been excerpted), subject in all cases to the following limitations: 3.2.1 Amazon may cache Instant Playback Segments only on an Approved Device of a customer; 3.2.2 Amazon must utilize an approved Content Protection System outlined in Schedule B-1 in connection with the caching of Instant Playback Segments;
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EXECUTION VERSION
3.2.3 Amazon may not issue a playback license or encryption key enabling a customer to view an Included Program, which has integrated into its playback an Instant Playback Segment, until such time as the customer enters into a Customer Transaction for the applicable Included Program; and 3.2.4 If a Customer logs out of his or her account from the Approved Device on which there is cached any Instant Playback Segments, all Instant Playback Segments stored on that Approved Device must be deleted or rendered unplayable. 3.2.5 An Instant Playback Segment may only be exhibited to Customers, and each such exhibition to a Customer shall only be pursuant to a Customer Transaction and as part of the exhibition of an Included Program as a whole and may not be exhibited independently of such Included Program, whether for promotional purposes, transactional purposes, or otherwise. The parties hereto acknowledge that CDD is granting Amazon the rights in this Section solely for reasons of enhancing technical playback of Included Programs. 3.3 Subcontracting. Notwithstanding anything to the contrary herein, CDD acknowledges that, in order for Amazon to operate and maintain the Service or otherwise host, serve, distribute and transmit the Included Programs as contemplated herein, Amazon may elect to use the communications, hosting, data processing, encoding, storage, transmitting, customer service, fulfillment, billing, collection and/or fulfillment services of Amazon Subcontractors; provided, however, that such acknowledgement shall not relieve Amazon of any of its obligations under this Agreement. Amazon shall be responsible for ensuring that any and all such Amazon Subcontractors comply with this Agreement when performing services related to this Agreement and any act or omission by an Amazon Subcontractor that would have been a breach of this Agreement had Amazon performed such act or omission without engaging an Amazon Subcontractor shall be deemed to be a breach of this Agreement by Amazon. Amazon shall further be entitled to utilize any of its Affiliates to the extent it deems appropriate in connection with the operation of the Service; provided, however, that any such utilization shall not alter the rights granted hereunder or relieve Amazon of its obligations hereunder and any act or omission by an Amazon Affiliate that would have been a breach of this Agreement had Amazon performed such act or omission itself without utilizing an Affiliate of Amazon shall be deemed to be a breach of this Agreement by Amazon and, in addition, any and all Affiliates of Amazon utilized by Amazon shall be directly liable to CDD hereunder. 3.4 Reservation of Rights. All licenses, rights and interests in, to and with respect to the Included Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Amazon, shall be and are specifically and entirely reserved by and for CDD. Without limiting the generality of the foregoing, Amazon acknowledges and agrees that (a) nothing in this Agreement grants Amazon any rights in the Included Programs or the images or sound embodied therein, other than the right to distribute the Included Programs in strict accordance with the terms and conditions set forth in this Agreement; (b) this Agreement shall neither grant to Amazon or any other person or entity any right, title or interest in or to the copyright or any other right in the Included Programs, nor grant any ownership or other proprietary interests in the Included Programs; (c) CDD retains the right to fully exploit the Included Programs and CDD’s rights in the Included Program’s without limitation or holdback of any kind, whether or not competitive with Amazon (including, without limitation, Home Theater); (d) except as expressly permitted herein, the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; and (e) Amazon shall
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EXECUTION VERSION
not itself and shall not authorize any third party to (i) exhibit or otherwise show Included Programs to anyone other than as a Personal Use, or (ii) deliver, transmit or exhibit an Included Program (A) by any means other than as part of the Service, (B) using a delivery system other than Approved Transmission Means, (C) other than in the Approved Format on a Video-On- Demand or ODRL basis to Approved Devices for a Personal Use, or (D) outside its Viewing Period or License Period; provided that in the event CDD notifies Amazon in writing (or Amazon becomes aware) of any third party violating this subclause (e), the parties shall discuss in good faith and take reasonable steps to prevent and/or otherwise discourage such violation(s). 3.5 Terms of Service. Without limiting any other obligation of Amazon hereunder, prior to making an Included Program available hereunder, Amazon shall (i) provide conspicuous notice of the terms and conditions pursuant to which Customer may use the Service and receive Included Programs, which terms of service shall be included in an end user license agreement or other notice (“Terms of Service” or “TOS”) and (ii) include provisions in the TOS stating, among other things and without limitation, that: (a) Customer is obtaining a license under copyright to the applicable digital video content, (b) Customer’s use of such digital video content must be in accordance with the applicable Viewing Period and any applicable usage rules (which usage rules shall be consistent with, and no more permissive than, the Usage Rules), (c) except for the rights explicitly granted to Customer, all rights in the Included Program are reserved by Amazon and/or the applicable content licensors, (d) the license automatically terminates upon breach by Customer in which case the Included Program shall become inaccessible to the Customer; and (e) to the extent that Amazon determines it may do so in compliance with applicable law, provide that content licensors to the Service are intended third-party beneficiaries under the TOS (it being understood that Amazon has determined as of the Effective Date, that it may do so in the Territory and that, as of the Effective Date, the TOS for the Territory includes such language). Amazon shall contractually bind all users of the Service to adhere to the TOS prior to the completion of each Customer Transaction, and shall make CDD an intended third party beneficiary of such agreement between Customer and Amazon. CDD acknowledges that (x) the TOS pursuant to which a Customer may use the Service as of the Effective Date and attached hereto as Schedule E-1 and (y) the Conditions of Use (which are incorporated by reference into the TOS and attached hereto as Schedule E-2) collectively satisfy the foregoing requirements. 4. DISTRIBUTION COMMITMENT. 4.1 CDD shall have the right, but not the obligation, during the Term to make Feature Films available (whether in High Definition, Standard Definition or both) to Amazon hereunder. Amazon shall have the right, but not the obligation, to select (whether in High Definition, Standard Definition or both, all subject to what CDD has made available in its sole discretion) such Feature Films for license hereunder. Once Amazon has selected (whether in High Definition, Standard Definition or both) a Feature Film for license on an ODRL basis, such Feature Film shall be an ODRL Included Program hereunder and Amazon may distribute such ODRL Included Program (either as a High Definition Feature Film, a Standard Definition Feature Film or both, as made available by CDD and selected by Amazon) solely pursuant to the terms and conditions set forth herein commencing on, but not before, such ODRL Included Program’s ODRL Availability Date. Once Amazon has selected (whether in High Definition, Standard Definition or both) a Feature Film for license on a VOD basis, such Feature Film shall be a VOD Included Program hereunder and Amazon may distribute such VOD Included
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EXECUTION VERSION
Program (either as a High Definition Feature Film, a Standard Definition Feature Film or both, as made available by CDD and selected by Amazon) solely pursuant to the terms and conditions set forth herein commencing on, but not before, such VOD Included Program’s VOD Availability Date. CDD shall have the right to withdraw each Feature Film that is an Included Program selected by Amazon for license at any time during the Term and in its sole discretion, provided that, to the extent that such Included Program is not Withdrawn pursuant to CDD’s rights pursuant to Section 14.1 hereof which allow CDD to discontinue Digital Locker Functionality, Amazon shall be allowed to maintain Digital Locker Functionality for ODRL Included Programs subject to the terms of the Agreement. 4.2 Amazon agrees that (i) no Adult Program shall be distributed, exhibited, promoted or listed on the same screen (other than the home page of the Service, which may contain a textual link with a section of the user interface exhibiting, promoting or listing Adult Programs) as a screen on the Service on which an Included Program is promoted or listed, and (ii) no Adult Program will be classified within the same genre/category as any Included Program. As used herein, “Adult Program” means so called XXX programs which principally consist of pornographic sexual content or content which either party reasonably believes may be considered obscene in the Territory. The parties acknowledge that they may disagree as to what constitutes an Adult Program and that in the event that CDD believes that Adult Programs are being distributed, exhibited, or promoted too close in proximity to Included Programs, CDD may give reasonably-detailed written notice of such circumstances, in which case the parties will consult with an eye towards reducing to acceptable levels the frequency or effects of such instances. If such consultations, and the actions taken in response to them, fail to reasonably resolve the situation, CDD may terminate this Agreement. 4.3 CDD shall have the right, but not the obligation, during the Term to make Television Programs available (whether in High Definition, Standard Definition or both) to Amazon hereunder. Amazon shall have the right, but not the obligation, to select (whether in High Definition, Standard Definition or both, all subject to what CDD has made available in its sole discretion) such Television Programs for license hereunder. Once Amazon has selected (whether in High Definition, Standard Definition or both) a Television Program for license on an ODRL basis, such Television Program shall be an ODRL Included Program hereunder and Amazon may distribute such ODRL Included Program (either as a High Definition Television Program, a Standard Definition Television Program or both, as made available by CDD and selected by Amazon) solely pursuant to the terms and conditions set forth herein commencing on, but not before, such ODRL Included Program’s ODRL Availability Date; provided, however, that with respect to each ODRL Customer Transaction for any High Definition Television Program, Amazon shall have the right to grant the applicable ODRL Customer all rights and entitlements such ODRL Customer would be entitled to receive hereunder had such Customer entered into an ODRL Customer Transaction both for the Standard Definition and High Definition version of such High Definition Television Program (including, without limitation, independent application of the ODRL Usage Rules for each such version). Once Amazon has selected (whether in High Definition, Standard Definition or both) a Television Program for license on a VOD basis, such Television Program shall be a VOD Included Program hereunder and Amazon may distribute such VOD Included Program (either as a High Definition Television Program, a Standard Definition Television Program or both, as made available by CDD and selected by Amazon) solely pursuant to the terms and conditions set forth herein commencing on, but not before, such VOD Included Program’s VOD Availability Date; provided, however,
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EXECUTION VERSION
that with respect to each VOD Customer Transaction for any High Definition Television Program, Amazon shall have the right to grant the applicable VOD Customer all rights and entitlements such VOD Customer would be entitled to receive hereunder had such Customer entered into an VOD Customer Transaction both for the Standard Definition and High Definition version of such High Definition Television Program (including, without limitation, independent application of the VOD Usage Rules for each such version). CDD shall have the right to withdraw each Television Program that is an ODRL Included Program or a VOD Included Program selected by Amazon for license at any time during the Term and in its sole discretion, provided that, to the extent that such Included Program is not withdrawn pursuant to CDD’s rights pursuant to Section 14.2 hereof which allow CDD to discontinue Digital Locker Functionality, Amazon shall be allowed to maintain Digital Locker Functionality for such Included Program on an ODRL basis subject to the terms of this Agreement. 5. AVAILABILITY 5.1 Feature Films. 5.1.1 CDD shall notify Amazon in writing (“Availability Notice”) on a periodic basis of Feature Films available for licensing as Included Programs hereunder, which notice will specify whether available for licensing on an ODRL or VOD basis, and whether in High Definition, Standard Definition or both. For each such Included Program, the Availability Notice shall include each of the following (and, if such Feature Film is being made available both in High Definition and Standard Definition, such information shall be provided with respect to each such version): (i) the ODRL Availability Date and/or VOD Availability Date (as referenced in Section 4.1) (unless the Availability Notice says otherwise, the Availability Date shall commence at 12:00 AM Pacific Time on the specified date); (ii) the Announce Date (as referenced in Section 10.2), if any; and (iii) the Distributor Prices (as referenced in Section 8.1.2 below) (which, if not provided for a given Feature Film, shall be deemed to be the highest-priced tier). Additionally, upon Amazon’s request, CDD shall provide a written statement that provides the Home Video Street Date, if any, of the applicable Included Program and CDD’s published wholesale price for such release, if any, of the applicable Included Program. In addition to the foregoing, the parties acknowledge that, in limited circumstances, CDD may indicate, in an Availability Notice that certain Included Programs may only be made available through a certain date; provided, however, that CDD shall do so only in circumstances where its rights to an Included Program are scheduled to terminate. Unless Amazon elects not to license any Feature Film identified in an Availability Notice and notifies CDD thereof (with such notification to specify as to whether Amazon is not licensing a Feature Film generally or electing to not license a Feature Film in a specific resolution, i.e., High Definition or Standard Definition) no later than ten (10) days after Amazon’s receipt of such Availability Notice, Amazon will be deemed to have elected to license that Feature Film for both VOD and ODRL and in all available resolutions as set forth in the relevant Availability Notice. For the avoidance of doubt, a limited availability period shall not, in and of itself, require that Digital Locker Functionality be withdrawn for the applicable Included Program (unless CDD so specifies in the applicable Availability Notice), but CDD shall continue to have the right to require Withdrawal of Digital Locker Functionality and/or Included Programs in the situations described in Section 14.1. CDD shall deliver each Availability Notice as far in advance of the Availability Date for the applicable Included Program as is reasonably practical (but CDD shall use reasonable efforts to deliver each Availability Notice not less than fifteen (15) days in advance of the applicable Availability Date
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EXECUTION VERSION
and CDD shall not be required to deliver any Availability Notice more than forty-five (45) days in advance of the applicable Availability Date). 5.1.2 The Availability Date for each Feature Film shall be determined by CDD in its sole discretion provided, however, that the ODRL Availability Date for each Feature Film first released on DVD or Blu-ray disc during the Term shall be: (1) with respect to the Standard Definition version of the Feature Film, no later than the date on which CDD or its affiliate makes such Feature Film available on a non-exclusive basis for sale to consumers on DVD in the Territory and (2) with respect to the High Definition version of the Feature Film, no later than the date on which CDD or its affiliate makes such Feature Film available on a non-exclusive basis for sale to consumers on Blu-ray disc in the Territory. 5.2 Television Programs. 5.2.1 CDD shall notify Amazon in writing (“Television Program Availability Notice”) on a periodic basis of Television Programs available for licensing on an ODRL and/or VOD basis, which notice will specify whether made available by CDD in High Definition, Standard Definition or both. For each Television Program, the Television Program Availability Notice shall include all of the following information regarding the Television Program being made available (and, if such Television Program is being made available both in High Definition and Standard Definition, such information shall be provided with respect to each such version): (i) the Television Program ODRL Availability Date and/or VOD Availability Date (unless the Availability Notice says otherwise, the Television Program ODRL Availability Date and/or VOD Availability Date shall commence at 12:00 AM Pacific Time on the specified date); (ii) the Announce Date (as referenced in Section 10.2); and (iii) for each Television Program that is authorized by CDD to be distributed as part of a Season Bundle, the Television Program Availability Notice shall further include (a) the ODRL Availability Date and/or VOD Availability Date for each episode of the Television Program in such Season Bundle; (b) the TV Distributor Price for such Season Bundle; and (c) a suggested Customer Price for such Season Bundle (which Amazon shall have no obligation to use as the actual Customer Price). In addition to the foregoing, the parties acknowledge that, in limited circumstances, CDD may indicate in a Television Program Availability Notice that certain Television Programs may only be made available through a certain date. Unless Amazon elects not to license any Television Program identified in a Television Program Availability Notice and notifies CDD thereof (with such notification to specify as to whether Amazon is not licensing a Television Program generally or electing to not license a Television Program in a specific resolution, i.e., High Definition or Standard Definition) no later than forty-five (45) days after Amazon’s receipt of such Television Program Availability Notice, Amazon will be deemed to have elected to license that Television Program on an ODRL and/or VOD basis. For the avoidance of doubt, a limited availability period shall not, in and of itself, require that Digital Locker Functionality be withdrawn for an ODRL Included Program that is a Television Program (unless CDD so specifies in the applicable Television Program Availability Notice), but CDD shall continue to have the right to require withdrawal of Digital Locker Functionality and/or Television Program Withdrawal in the situations described in Section 14.2. 5.2.2 The Availability Date for each Television Program shall be determined by CDD in its sole discretion.
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EXECUTION VERSION
6. LICENSE PERIOD. The License Period for each Included Program shall commence on its Availability Date and shall expire on the date established by CDD in its sole discretion; provided that the VOD License Period for each Feature Film shall end no earlier than the later of (i) sixty (60) days thereafter and (ii) the date on which CDD’s “standard” residential Video-On- Demand in the applicable Territory ends. Notwithstanding the foregoing sentence, no License Period hereunder shall expire after the termination of this Agreement for any reason. 7. TECHNICAL CREDITS. Amazon may, during the Term, offer a Customer an additional copy and/or an additional decryption key or grant a Customer a refund of fees paid by a Customer in a Customer Transaction (“Technical Credits”). Amazon may issue Technical Credits where (a) an Included Program was unintentionally selected, (b) the Customer was unable to complete the download or otherwise unable to view the Included Program at a level of quality acceptable to Amazon in its reasonable determination due to technical difficulties (e.g., hardware or software not meeting the Service system requirements), or (c) as necessary to achieve the effects of the Digital Locker Functionality in situations where Digital Locker Functionality cannot be implemented via technological means (it being understood that such situations will be the exception rather than the rule). Amazon shall implement reasonable fraud prevention measures designed to prevent Customer abuse of Technical Credits. Amazon shall not issue Technical Credits in any circumstances where Digital Locker Functionality used in compliance with this Agreement would enable the applicable customer to re-download the applicable Included Program without the need to issue a Technical Credit. Additionally, Amazon shall not issue Technical Credits for any Included Programs that have been subject to Withdrawal pursuant to Section 14 of this Agreement; provided, however, that in those instances during the Term where Amazon would otherwise have issued a Technical Credit for a program that has been subject to Withdrawal, Amazon may elect to provide Customers with a refund for such program and apply the amount of such refund as a credit (“Withdrawn Program Credit”) when calculating Total Actuals in accordance with Section 8.1.2. 7.1 Amazon shall report to CDD, monthly for the previous rolling twelve (12) month period, how many Technical Credits have been issued as a percentage of all Customer Transactions with respect to the Included Programs. 7.2 Further, Amazon shall actively monitor wherever Technical Credit requests suggest fraudulent activity on the part of a consumer with respect to Included Programs and use commercially reasonable efforts to minimize such fraudulent activity. In addition, at CDD’s request, Amazon shall consult with CDD about the nature and scope of Amazon’s anti-fraud activities as well as any specific fraud-related issues and/or types of abuse related to Technical Credits. 8. FEES & PAYMENTS. 8.1 Film ODRL License Fees. In consideration of the rights granted hereunder, Amazon shall pay to CDD for each calendar month of the Term during the applicable ODRL Availability Period, with respect to each Feature Film that is an Included Program available for delivery on an ODRL basis, (i) a Film ODRL License Fee (as determined in accordance with this Section) and (ii) a Film Servicing Fee (as determined in Section 9.2 below, but subject to Section 9.2.4 below). 8.1.1 For each calendar month of the Term during the applicable ODRL Availability Period, with respect to each Feature Film that is an Included Program available for
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EXECUTION VERSION
delivery on an ODRL basis during such calendar month, the “Film ODRL License Fee” shall be equal to the aggregate total of all Total Actuals occurring during such calendar month with respect to such Feature Film, as described and calculated as set forth below. 8.1.2 “Total Actuals” for each calendar month with respect to a Feature Film shall mean the sum total of each and every Distributor Price for each and every ODRL Customer Transaction for such Feature Film occurring in such calendar month (e.g., for a single Feature Film with a single applicable Distributor Price, the Total Actuals would be the number of Customer Transactions for that Feature Film times the Distributor Price for such Included Program), without deduction, withholding or offset of any kind (except as set forth in Section 8.10). The “Distributor Price” for each Feature Film shall be determined by CDD in its sole discretion. While the Availability Notice shall set forth the respective Distributor Price for each Feature Film, Licensor currently anticipates categorizing Feature Films into one of the following pricing tiers (each, a “Price Tier”), each of which shall have the corresponding price points in Japanese Yen (“JPY”): Price Tier SD HD Distributor Price Distributor Price (JPY) (JPY) Tier 1 ¥1,700 ¥2,100 Tier 2 ¥1,000 ¥1,350 Tier 3 ¥514 ¥1,000 Tier 4 ¥455 ¥675 Tier 5 ¥325 n/a
8.1.3 CDD shall notify Amazon of the Distributor Prices for each Feature Film in a written notice to Amazon from time to time. CDD may update Distributor Prices and/or add or remove Price Tier at any time in CDD’s sole discretion pursuant to the notice procedures set forth in Section 8.1.4, below; provided, however, that, as a general practice, CDD shall not (a) Reprice (as defined in Section 8.1.4 below) Distributor Prices more frequently than once per week or (b) Reprice the Distributor Price for the same Feature Film more than two (2) times per month (excluding changes related to temporary promotions). 8.1.4 Notice of any adjustment to the Distributor Prices for a Feature Film (“Repricing”) shall be set forth in a written notice to Amazon not less than fifteen (15) days prior to the effective date of such Repricing. 8.1.5 The actual retail price charged to a Customer by Amazon for each ODRL Customer Transaction shall be established by Amazon in its sole discretion. 8.2 Film VOD License Fees. In consideration of the rights granted hereunder, Amazon shall pay to CDD, with respect to each Feature Film that is an Included Program available for delivery on a VOD basis (i) a Film VOD License Fee (as determined in accordance with Section 8.2.1) and (ii) a Film Servicing Fee (as determined in Section 9.2 below, but subject to Section 9.2.4 below). 8.2.1 Amazon shall pay to CDD a license fee for each calendar month during the Term determined in accordance with this Section 8.2.1 (“Film VOD License Fee”). For each calendar month during the Term, the Film VOD License Fee equals the aggregate total of the VOD Per-Program License Fees due for all VOD Included Programs with any part of its VOD
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EXECUTION VERSION
License Period occurring during such calendar month. “VOD Per-Program License Fee” equals the product of the (a) the total number of VOD Customer Transactions for such VOD Included Program occurring during such calendar month, multiplied by (b) the greater of the VOD Actual Retail Price and the VOD Deemed Price for such VOD Included Program, multiplied by (c) the applicable VOD Licensor’s Share. (a) “VOD Actual Retail Price” shall mean the actual amount paid or payable by each VOD Customer (whether or not collected by Amazon) on account of such VOD Customer’s selection of a VOD Included Program from the VOD Service, excluding Transaction Taxes that Amazon has collected from such VOD Customer and remitted to the applicable taxing authority. The VOD Actual Retail Price for each VOD Customer Transaction shall be established by Amazon in its sole discretion. (b) “VOD Licensor’s Share” for each VOD Included Program shall mean the applicable amounts set forth below. “VOD Deemed Price” for each VOD Included Program shall mean the applicable amounts set forth below as the “VOD Base DRP” minus, if in the Territory the list price identified on the Service for such VOD Included Program includes Transaction Taxes, the amount equal to: (i) the VOD Base DRP, multiplied by (ii) the Transaction Tax rate then used for VOD Customer Transactions in such Territory. For purposes of clarity, a “deemed retail price” is solely for purposes of calculating Film VOD License Fees owed hereunder and does not constitute the setting of a retail price by Licensor, which shall be set by Amazon in its sole discretion.
Type of VOD Included Standard High Definition Licensor’s Program Definition VOD VOD Base DRP Share Base DRP (JPY) (JPY) Current Films with VOD ¥400.00 ¥500.00 60% Availability Date 45 days or more after its Home Video Street Date Current Films with VOD ¥400.00 ¥500.00 65% Availability Date 31 days to 44 days after its Home Video Street Date Current Films with VOD ¥400.00 ¥500.00 70% Availability Date 1 to 30 days after its Home Video Street Date Current Films with VOD ¥400.00 ¥500.00 70% Availability Date the same day (day and date) as the its Home Video Street Date (each, a “Day and Date Current Film”) Library Films ¥300.00 ¥400.00 60%
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EXECUTION VERSION
8.3 Television Program ODRL License Fees. In consideration of the rights granted hereunder, Amazon shall pay to CDD every calendar month during the applicable ODRL Availability Period, with respect to each ODRL Television Program that is an Included Program (i) a “Television Program ODRL License Fee” (as determined in accordance with Section 8.3.1) and (ii) a Television Program Servicing Fee (as determined in Section 9.3.1, but subject to Section 9.3.4). 8.3.1 The monthly Television Program ODRL License Fee for a Television Program shall be equal to the sum total of each and every TV Distributor Price for each and every ODRL Customer Transaction occurring during such calendar month, without deduction, withholding or offset of any kind (except as set forth in Section 8.10). 8.3.2 The “TV Distributor Price” for each ODRL Customer Transaction with respect to a Television Program shall be equal to: 70% of the greater of (a) the Distributor Price set forth in the chart below, and (b) the actual amount paid or payable by the ODRL Customer (whether or not collected by Amazon) on account of said ODRL Customer’s selection of such Television Program from the Service, excluding Transaction Taxes that Amazon has collected from such ODRL Customer and remitted to the applicable taxing authority. Solely with respect to those ODRL Included Programs that are Television Programs and are authorized by CDD to be distributed as, and licensed by Amazon to Customers as, part of a Season Bundle, the product of the actual number of ODRL Customer Transactions in such month for each Season Bundle multiplied by the greater of (1) the TV Distributor Price for such Season Bundle (which will be provided in the applicable Availability Notice), and (2) seventy percent (70%) of the Customer Price for such Season Bundle; provided, however that if the amount payable by Amazon under this sentence for a Season Bundle is greater than the amount that would be payable by Amazon under the previous sentence had the episodes of the Television Programs comprising the Season Bundle been purchased on an individual basis, then Amazon shall only be required to pay the lower amount. The “Distributor Price” with respect to each ODRL Customer Transaction of an Included Program that is a Television Program shall be determined by the amount set forth below as the “ODRL Base DRP” in the corresponding “Price Tier” (as set forth below) in which such Television Program is categorized at the time such ODRL Customer Transaction occurs minus, if in the Territory the list price identified on the Service for such Television Program includes Transaction Taxes, an amount equal to: (i) the ODRL Base DRP, multiplied by (ii) the Transaction Tax rate then used for ODRL Customer Transactions in the Territory. Each Television Program shall be categorized into one of the following Price Tiers by CDD in its sole discretion, each of which shall have the following corresponding price points: Price Tier Standard Definition High Definition ODRL Base DRP ODRL Base DRP (JPY) (JPY) Tier 1 ¥400 ¥500 Tier 2 ¥300 ¥400 Tier 3 ¥200 ¥300 CDD shall notify Amazon of the Price Tier in which each Television Program will be categorized as of its Availability Date, as determined by CDD in its sole discretion, in the Availability Notice for such Television Program. If applicable, CDD will notify Amazon of the Season Bundle price for each Television Program, as determined by CDD in its sole discretion, in the Availability Notice for such Television Program.
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EXECUTION VERSION
8.3.3 CDD may update the ODRL Base DRP and/or add or remove Price Tiers at any time in CDD’s sole discretion, on not less than thirty (30) days’ notice. 8.4 Television Program VOD License Fees. In consideration of the rights granted hereunder, Amazon shall pay to CDD every calendar month during the applicable VOD Availability Period, with respect to each Television Program that is an Included Program (i) a “Television Program VOD License Fee” (as determined in accordance with Section 8.4.1) and (ii) a Television Program Servicing Fee (as determined in Section 9.3.1, but subject to Section 9.3.4). 8.4.1 For each VOD Television Program during its VOD License Period, the “Television Program VOD Per-Program License Fee” shall be equal to the product of (i) the sum of each and every VOD Customer Transaction with respect to such VOD Included Program, (ii) VOD Licensor’s Share and (iii) the greater of (y) the actual amount paid or payable by the VOD Customer (whether or not collected by Amazon) on account of said VOD Customer’s selection of such Television Program from the Service, excluding Transaction Taxes that Amazon has collected from such VOD Customer and remitted to the applicable taxing authority, and (z) the VOD Deemed Retail Price, for each such VOD Customer Transaction. 8.4.2 The “VOD Licensor’s Share” for each VOD Television Program shall be as set forth below. The “VOD Deemed Retail Price” for each VOD Television Program shall be the amounts set forth below as the “VOD Base DRP” minus, if in the Territory the list price identified on the Service for such VOD Television Program includes Transaction Taxes, the amount equal to: (i) the Base DRP, multiplied by (ii) the Transaction Tax rate then used for VOD Customer Transactions in the Territory. For the avoidance of doubt, the VOD Deemed Retail Price shall be a net amount exclusive of and unreduced by any tax, levy or charge. Price Tier Standard High Definition Licensor’s Definition VOD VOD Base DRP Share Base DRP (JPY) (JPY) Tier 1 ¥200 ¥300 60% Tier 2 ¥150 ¥200 60%
8.5 The price charged to a Customer by Amazon (“Customer Price”) for each Customer Transaction shall be established by Amazon in its sole discretion. 8.6 Except as set forth in Section 8.10, each payment by Amazon of License Fees shall be made without deduction, withholding or offset of any kind, provided, however, that (x) bona fide Technical Credits in an amount not to exceed 2% of the proceeds in such calendar month of all Customer Transactions for each Included Program shall not count as proceeds of Customer Transactions for the purpose of calculating the License Fees for such month, and (y) Amazon may deduct the amount of any bona fide Withdrawn Program Credits issued during the applicable calendar month for any Included Program in order to arrive at the License Fees for such month to the extent such Withdrawn Program Credits are issued in connection with Customer Transactions that took place within sixty (60) days prior to the applicable Withdrawal and which were requested by the applicable Customer within sixty (60) days after the applicable Withdrawal.
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EXECUTION VERSION
8.7 Payment Terms: Amazon shall pay CDD the Film ODRL License Fee, the Film VOD License Fee, the Film Servicing Fee, the Television Program ODRL Licensee Fee, the Television Program VOD License Fee and the Television Program Servicing Fee for all Included Programs as follows: 8.7.1 Amazon shall pay to CDD the Film Servicing Fee as set forth in Section 9.2. 8.7.2 With respect to each Included Program that is a Feature Film, Amazon shall calculate, report (broken out on a Standard Definition and High Definition basis) and pay to CDD (a) the Film ODRL License Fees for such Included Program during each calendar month of the Term within forty-five (45) days of the end of the month in which such Film ODRL License Fees are accrued and (b) the Film VOD License Fees for such Included Program during each calendar month of the Term within forty-five (45) days of the end of the month in which such Film VOD License Fees are accrued. 8.7.3 With respect to each Included Program that is a Television Program, Amazon shall calculate, report (broken out on a Standard Definition and High Definition basis) and pay to CDD (a) the Television Program ODRL License Fee for such Included Program during each calendar month of the Term within forty-five (45) days after the end of the month in which such Television Program ODRL License Fees accrue and (b) the Television Program VOD License Fee for such Included Program during each calendar month of the Term within forty-five (45) days after the end of the month in which such Television Program VOD License Fees accrue. 8.7.4 Amazon shall pay to CDD the Television Program Servicing Fees as set forth in Section 9.3. 8.8 Unless and until Amazon is otherwise notified by CDD, all payments due to CDD hereunder shall be made either (a) by wire transfer or ACH Network electronic funds transfer to CDD as follows: Mellon Client Services Center; 500 Ross Street, Room 154-0940, Pittsburgh, PA 15262-0001; ABA Routing #: 043000261; Account #: 0090632; Account Name: Culver Digital Distribution; Account Address: Culver City, California; Reference: Amazon ODRL and VOD Distribution (Japan) or (b) by corporate check sent to CDD in immediately available funds as follows: (1) by mail: Culver Digital Distribution; Dept. 1101, PO Box 121101, Dallas, TX 75312-1101; or (2) by overnight mail or courier service: Culver Digital Distribution, Lockbox Number 891101; 888 S Greenville Avenue, Suite 200, Richardson, TX 75081-5044, Phone #: 972-680-1900; Reference: Amazon ODRL and VOD Distribution (Japan). 8.9 Together with each payment, Amazon shall provide CDD with any and all applicable supporting Statements (as defined in Section 11.3) and other supporting documentation. 8.10 As between the Parties, Amazon will be solely responsible for collecting and paying to the appropriate taxing authorities any taxes, including without limitation, state or local sales or use taxes, value added taxes or similar taxes applicable to Customer Transactions on the Service. All amounts payable by Amazon to CDD under this Agreement are exclusive of all taxes, such as value added taxes, state or local sales or use taxes, or similar taxes (collectively “Transaction Taxes”), that apply to the license of Included Programs to Amazon. To the extent amounts Amazon is required to pay pursuant to this Agreement are subject to any applicable
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EXECUTION VERSION
Transaction Taxes, CDD will supply Amazon with an original tax invoice separately stating these Transaction Taxes to enable Amazon to claim credit for these taxes as applicable. Amazon may provide CDD with an exemption certificate acceptable to the relevant taxing authority, in which case, CDD shall not collect the taxes covered by such certificate. CDD and Amazon shall work together, in good faith, to minimize any Transaction Taxes that may apply to the license of Included Programs to Amazon. Except as expressly provided otherwise in this Agreement, each party shall bear the taxes imposed on it under applicable law. If taxes (other than Transaction Taxes) are required to be withheld on any amounts to be paid to CDD (i) Amazon will deduct such taxes from the amount owed to CDD and pay them to the appropriate taxing authority as required by applicable law; (ii) Amazon will promptly secure and deliver to CDD a receipt or other legally required documentation for any taxes withheld as soon as reasonably practicable, and in any event at or prior to the time required by applicable law. CDD will provide Amazon with any forms, documents, or other certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement. The Parties agree that as of the effective date of this Agreement, based on the contracting parties, territories, rights, and currently applicable law, no withholding is required on payments from Amazon to CDD. 8.11 The parties acknowledge that the VOD Base DRPs (for both Feature Films and Television Programs) and ODRL Base DRPs (for Television Programs) above reflect the VAT rate currently applicable in the Territory. In the event of changes to such rate, the parties agree to discuss in good faith any necessary adjustments to the VOD Base DRPs and ODRL Base DRPs. 9. MATERIALS. 9.1 As a general practice, at least fifteen (15) days prior to the Availability Date for an Included Program, CDD shall make available to Amazon a Source Copy of such Included Program, together with Metadata and Advertising Materials to the extent cleared and available, in a form capable of encoding and/or wrapping in the Approved Format and DRM, as applicable, in effect as of such date (the “Source Copy Availability Date”), and otherwise in accordance with the Content Specifications set forth in Schedule D hereto. Amazon shall have the right to inspect such Source Copy, provided however, that if material defects are found therein, (a) Amazon shall deliver to CDD a written request for replacement of such defective Source Copy (including an explanation of such material defects) no later than ten (10) days from the Source Copy Availability Date and (b) upon CDD’s receipt of such written request, CDD shall promptly replace such defective Source Copy with a non-defective Source Copy. For purposes of clarification, (1) Source Copies provided by CDD to Amazon for distribution in the Approved Format described in subsection 1(a) of the definition of “Approved Format” may be delivered pre-encoded in the Windows Media Player format (Version 9) and any successor thereto and, in such event, Amazon shall have the obligation to wrap such Source Copies in the Windows Media Series 10 DRM and any successor thereto, with the settings set forth in Schedule B-1; and (2) with respect to each Included Program for distribution in the Approved Streaming Format, Amazon shall be responsible for encoding each Source Copy as set forth in Schedule C and shall protect each transmission of a Source Copy consistent with the Content Protection requirements as set forth in Schedules B-1 and B-3. CDD shall Deliver all Included Programs to Amazon such that the Source Copies of such Included Programs are free of any advertising or promotions of any kind, and neither party may sell, display or otherwise incorporate any audio-visual,
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EXECUTION VERSION
graphical, text or other forms of advertising within the Included Programs without the prior consent of the other party, which consent either party may withhold in its sole discretion; provided, however, that in no event shall product placement or other audio-visual, graphical, text or other elements contained within an Included Program in its initial means of distribution (e.g., contained in a program’s theatrical print) be deemed to violate the provisions of this Section 9.1. If and when CDD is required by applicable law in the Territory to provide closed captions, CDD will provide closed captions in accordance with such applicable law. If CDD does not provide closed captions for any Included Program, the parties will, at Amazon’s request, discuss the creation of captions for the Included Program by or for Amazon subject to CDD’s approval. The parties acknowledge that there will be limited instances where, due to operational issues, CDD will not Deliver Source Copies and/or the related Metadata and Advertising Materials fifteen (15) days prior to the applicable Included Programs’ Availability Date (but still before the applicable Availability Date). In the event that such instances occur with a frequency such that they are materially interfering with Amazon’s operations, Amazon may give reasonably-detailed written notice of such fact, in which case the parties will consult with an eye towards reducing the frequency or effects of such instances. If such consultations, and the actions taken in response to them, fail to resolve the situation to Amazon’s reasonable satisfaction, Amazon may terminate this Agreement. 9.2 Feature Films. 9.2.1 The materials for each Included Program that is a Feature Film will be subject to a non-recoupable servicing fee in the amount of USD $400 (the “Film Servicing Fee”) for such Feature Film Delivered by CDD in accordance with Schedule D during the Term, which fee will be deemed to cover Delivery of one (1) file. Additional files that are requested by Amazon and that CDD agrees to provide will be subject to additional servicing fees as hereafter mutually agreed by the parties in writing, from time to time. 9.2.2 In connection with Section 9.2.1, with respect to each Included Program that is a Feature Film, Amazon shall take delivery of any and all Source Copies in the ProRes file format or any other file format that has been approved in writing by the parties (“Approved Non- ProRes File”). CDD shall make available such Source Copy thereof as follows: (a) with respect to the ProRes file format (i) if a ProRes file with 5.1 audio channel (a “ProRes 5.1 File”) is available, then CDD shall make such file available; (ii) if a ProRes 5.1 File is not available, then CDD shall make a standard ProRes file (a “Standard ProRes File”) available and (b) with respect to the Approved Non-ProRes File format, if an Approved Non-ProRes File is available, then CDD shall make such file available. From any such Source Copy, Amazon shall have the right to (A) create files for distribution in High Definition as set forth in Schedule C and (B) transcode to Standard Definition as set forth in Schedule C with respect to Standard Definition Feature Films. 9.2.3 CDD shall invoice Amazon for Film Servicing Fees owed by Amazon under Section 9.2 and Amazon shall pay such Film Servicing Fees no later than forty-five (45) days following its receipt of such invoices from CDD. 9.2.4 Notwithstanding the foregoing in this Section 9.2.1, if at any time an Included Program is or becomes available for delivery hereunder on an ODRL and VOD basis, Amazon will not be obligated to pay the Film Servicing Fee twice (i.e., for both the ODRL and VOD versions of that Included Program).
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EXECUTION VERSION
9.3 Television Programs. 9.3.1 The materials for each Included Program that is a Television Program will be subject to a non-recoupable television program servicing fee (each, a “Television Program Servicing Fee”) in the amount of (a) USD $250 for each episode of such Television Program with a run time of one broadcast hour and (b) USD $150 for each episode of such Television Program with a run time of one-half broadcast hour, Delivered by CDD in accordance with Schedule D during the Term, which fee will be deemed to cover Delivery of one file. Additional files that are requested by Amazon and that CDD agrees to provide will be subject to additional servicing fees as hereafter mutually agreed by the parties in writing, from time to time. 9.3.2 In connection with Section 9.3.1, with respect to each Included Program that is a High Definition Television Program, CDD shall make available a Source Copy thereof as follows: (a) with respect to the ProRes file format (i) if a ProRes 5.1 File is available, then CDD shall make such file available; or (ii) if a ProRes 5.1 File is not available, then CDD shall make a Standard ProRes file available and (b) with respect to the Approved Non-ProRes File format, if an Approved Non-ProRes File is available, then CDD shall make such file available. From any such Source Copy, Amazon shall have the right to (A) create files for distribution in High Definition as set forth in Schedule C and (B) transcode to Standard Definition as set forth in Schedule C. 9.3.3 CDD shall invoice Amazon for Television Program Servicing Fees owed by Amazon under Section 9.3.1 and Amazon shall pay such Television Program Servicing Fees no later than forty-five (45) days following its receipt of such invoices from CDD. 9.3.4 Notwithstanding the foregoing in this Section 9.3, if at any time an Included Program is or becomes available for delivery hereunder on an ODRL and VOD basis, Amazon will not be obligated to pay the Television Program Servicing Fee twice (i.e., for both the ODRL and VOD versions of that Included Program). 9.4 For purposes of clarification, Amazon does not own the hard drives, media or equipment, if any, used to Deliver the Source Copies, Metadata and/or Advertising Materials from CDD to Amazon. Such hard drives, media and equipment, if any, will be returned to CDD soon as practicable after the Delivery. 9.5 Each Source Copy of the Included Programs and all Advertising Materials are the property of CDD, subject only to the limited right of use expressly permitted herein, and Amazon shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. 9.6 In no event shall CDD be required to deliver Source Copies in any language version other than the Licensed Language version. In no event will Amazon be required to accept any Included Program in any language version other than the Licensed Language version. 9.7 Upon the loss, theft or destruction (other than as required hereunder) of any Source Copy of an Included Program, Amazon shall promptly furnish CDD with proof of such a loss, theft or destruction by affidavit setting forth the facts thereof. 9.8 In the event this Agreement is terminated for any reason, or upon CDD’s request pursuant to a Suspension Notice, Amazon shall within forty-five (45) days return or destroy, at CDD’s election, all Source Copies in its possession and provide CDD with a certificate of return or destruction (as applicable), signed by Amazon’s most senior programming officer. Notwithstanding the foregoing, CDD acknowledges that, subject to Sections 14.1 and 14.2,
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EXECUTION VERSION
Amazon shall be entitled to retain archival copies of Included Programs after the expiration or termination of this Agreement solely as necessary to provide Customers, after the Term, with ongoing access to and continued downloads of Included Programs subject to a valid Customer Transaction during the Term pursuant to the Digital Locker Functionality feature of the Service and in accordance with Usage Rules. 10. MARKETING, PLACEMENT & PROMOTIONS. 10.1 Amazon shall have the right to use or authorize the use of (a) Long-Form Promotional Previews, and (b) written summaries, extracts, synopses, photographs, logos, and trailers prepared and provided or made available by CDD or, if not prepared by CDD, approved in writing in advance by CDD (“Advertising Materials”) and Metadata and such other cast, production team, running time and other textual information regarding Included Programs prepared and provided or made available by CDD (“Supplemental Metadata”), solely for the purpose of advertising, promoting and publicizing the availability of the Included Programs on the Service and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the availability of any Included Program on the Service during the time periods and other restrictions specified herein. CDD shall use commercially reasonable efforts to provide to Amazon Supplemental Metadata for Included Programs; it being understood, however, that CDD’s failure to do so will not, in and of itself, be deemed a breach of this Agreement. Additionally, nothing herein shall, in and of itself, prevent Amazon from (i) integrating Metadata and/or Supplemental Metadata that is otherwise publicly available or ascertainable into Amazon’s affiliated website located at www.imdb.com and/or (ii) from allowing the owners of websites contractually affiliated with Amazon through the Amazon.com Associates Program to use Advertising Materials (which use must be in compliance with the terms of this Agreement) solely in situations where such uses link back to a location on the Service on which one or more applicable Included Programs are featured and available for Customer Transactions. If the Supplemental Metadata provided by CDD includes information regarding the original broadcaster and the original broadcast airdate for any Television Program, Amazon shall include such information on the page of the Service’s website describing such Television Program. 10.2 If CDD establishes a date prior to which no marketing or promotion may occur for any title, which (except for Delayed Pictures and Television Programs that are Included Programs) announce date shall be no later for Amazon than for any other ODRL or VOD distributor of the applicable title in the Territory (“Announce Date”), Amazon may not “pre- promote” such title, to include, without limitation: (a) solicit any pre-orders; (b) advertise referencing price or release date; or (c) use any title-related images or artwork. Violation of this provision shall constitute a material breach of this Agreement. If no Announce Date is specified by CDD, Amazon shall not pre-promote any Included Program more than sixty (60) days prior to its Availability Date unless otherwise directed by CDD and in no event may Amazon promote any title prior to receiving an Availability Notice for such title. 10.3 Advertising prior to Availability Date must provide notice of Availability Date in ad (e.g., Available July 27). 10.4 Amazon shall not promote any Included Program after it is subject to Withdrawal or Television Program Withdrawal from distribution hereunder by CDD.
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EXECUTION VERSION
10.5 For the avoidance of doubt, Amazon will not alter the Advertising Materials Delivered by CDD (other than non-substantive resizing of images) and shall use such Advertising Materials only as specifically allowed in this Section 10. 10.6 Amazon shall not, without the prior written consent of CDD, (a) modify, edit or make any changes to the Advertising Materials (including, without limitation, to any copyright notice contained therein), or (b) promote the availability of any Included Program by means of a contest or giveaway; provided, however, that the foregoing shall not affect any contest, giveaway or other promotion broadly available on the Service with respect to programs provided by content providers other than CDD. 10.7 The names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs shall not be used separate and apart from the Advertising Materials which will be used solely for the purpose of advertising of the availability of such Included Programs, and no such name or likeness shall be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, by “commercial tie-in” or otherwise. Amazon shall not use CDD’s name or logo or any Included Program or any part of any Included Program as an endorsement or testimonial, express or implied, by CDD, for any party, product or service including Amazon or any program service or other service provided by Amazon. 10.8 Within thirty (30) calendar days after the day on which an Included Program is subject to a Withdrawal by CDD under Section 14.1 or a Television Program Withdrawal under Section 14.2, which withdrawal requires a termination of the Digital Locker Functionality (and thus Streaming Functionality), Amazon shall destroy (or return to CDD) all Advertising Materials for such Included Program which have been supplied by CDD hereunder which are then in Amazon’s possession. Within thirty (30) calendar days after the expiration or termination of this Agreement, Amazon shall destroy (or return to CDD) all Advertising Materials for Included Programs which are then in Amazon’s possession; provided, however, that Amazon shall be entitled to retain a copy of the same to the extent required to support the Digital Locker Functionality in a manner allowed by this Agreement. 10.9 Promotions on the Service shall not denigrate any other form of program distribution (e.g., on DVD or Blu-ray disc). If CDD believes that any Promotion on the Service denigrates any other form of program distribution, then CDD may notify Amazon of such alleged denigration and, if Amazon does not correct such alleged denigration within fifteen (15) days of CDD’s notice, CDD may, as its sole and exclusive remedy, terminate this Agreement, which termination will be effective five (5) Business Days after notice of termination from CDD. 10.10 Nothing in this Section 10 shall act to restrict or otherwise limit any rights Amazon may have under law and any other applicable permission, provided Amazon’s exercise of such rights does not conflict with any of CDD’s rights to the Included Programs. 11. STATEMENTS & REPORTS; AUDIT. 11.1 During the Term of this Agreement and for a period of two (2) years following the expiration or other termination of this Agreement, Amazon shall keep accurate books and records documenting compliance with this Agreement. 11.2 Subject to Section 11.4, Amazon will provide CDD with weekly statements no later than three (3) Business Days following each week’s end in electronic form setting forth
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EXECUTION VERSION
appropriate calculations of and data supporting the fees due for the reporting period (“Sales Reports”) in a form and format reasonably acceptable to CDD and Amazon, along with relevant information for the period, including, without limitation the information set forth on Schedule F. Amazon may, but is not obligated to, deliver a daily report instead of a weekly report. In the event that Amazon provides regular, periodic reports to any other content provider that includes the Distributor Price and Customer Price for Feature Films and the VOD Deemed Price and Customer Price for Television Programs, then Amazon will provide similar reports to CDD that include such information for the Included Programs. Additionally, Amazon shall implement a system for tracking and managing each Customer’s entitlements to Included Programs as well as each Customer’s utilization of such entitlements (e.g., such that, to the extent a Customer is entitled to download more than one copy of an Included Program, Amazon can determine whether more than one copy has been downloaded, determine how many copies will be available for downloading in the future, etc.). 11.3 Within forty-five (45) days following the end of each month during the Term, Amazon shall provide to CDD a statement (each, a “Statement”) in electronic form providing the following information for the period covered by the relevant Statement: (i) a setting forth of the period covered by the Statement, (ii) the total fees owed to CDD, (iii) the total number of VOD Customer Transactions for each VOD Included Program made available by CDD (broken out on a High Definition Included Program and Standard Definition Included Program basis), (iv) the total number of ODRL Customer Transactions for each ODRL Included Program made available by CDD (broken out on a High Definition Included Program and Standard Definition Included Program basis), (v) with respect to each such Customer Transaction: the title of the Included Program (including season and episode name, as applicable), type of content (Feature Film/Television Program), the calculation of the License Fees (broken out on a High Definition Included Program and Standard Definition Included Program basis), including stating the Total Actuals and Distributor Price for Feature Films, ODRL TV Actuals and TV Distributor Price for Television Programs and the VOD Deemed Price and VOD Actual Retail Price for VOD Customer Transactions, (vi) a specification that such Customer Transaction was an ODRL or VOD transaction (as applicable); (vii) the number of refunds of fees paid by a Customer in a Customer Transaction (sorted by ODRL, VOD, High Definition and Standard Definition) for each Included Program (such refunds to be borne solely by Amazon (i.e., not deducted from any amounts payable by Amazon to CDD under this Agreement)); and (viii) a remittance ID which ties such Statement to the payment to be made to CDD for the related reporting period, with such wire transfer payment to also include the same remittance ID. To the extent the Statement for any month differs from the aggregate Sales Reports for such month, Amazon shall make all payments due under Section 8 pursuant to the Statement. 11.4 At CDD’s election, CDD may appoint a third party designee to receive or access the data referenced in this Section 11 for purposes of reorganizing, presenting or reporting such data directly to CDD. Any such designee shall agree to keep and maintain any such information that relates to items other than Included Programs as Confidential Information of Amazon and be subject to the NDA. 11.5 During the Term of this Agreement and for a period of two (2) years following the expiration or other termination of this Agreement, Amazon shall keep and maintain complete and accurate books of account and records in connection with each of the Included Programs and pertaining to Amazon’s compliance with the terms hereof, including, without limitation, copies
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EXECUTION VERSION
of the Statements, and applicable backup data therefor, referred to above in this Section. CDD shall have the right during normal business hours no more than once per calendar year (or portion thereof) to allow an independent certified public accounting firm, selected by CDD and reasonably acceptable to Amazon, to audit and check Amazon’s books and records pertaining to the accuracy of the statements and other financial information delivered to CDD by Amazon and the amount of the moneys paid or payable hereunder and to ensure compliance with any other provision of this Agreement, including, but not limited to, compliance with the terms of Section 8; provided, that: (a) any such audit shall not be conducted during the last quarter of the calendar year (i.e., during the months of October, November and December); (b) any such audit is conducted in a manner designed to not unreasonably interfere with Amazon’s ordinary business operations; and (c) each such audit may only cover the period commencing after the period covered by the last audit conducted pursuant to this Section, if any. The exercise by CDD of any right to audit or the acceptance by CDD of any statement or payment, whether or not the subject of an audit, shall not bar CDD from thereafter asserting a claim for any balance due, and Amazon shall remain fully liable for any balance due under the terms of this Agreement. If the results of an examination establishes an error in Amazon’s computation of any payment due with respect to the Included Programs, Amazon shall immediately pay the amount of underpayment. If such error is in excess of 10% of such License Fees due for the period covered by such audit, Amazon shall, in addition to making immediate payment of the additional payments due in accordance with the previous sentence, pay to CDD (i) the costs and expenses incurred by CDD for any audit, and (ii) any outside attorney’s fees incurred by CDD in enforcing the collection thereof (to the extent such fees are reasonable). In the event the results of any examination establish an error in Amazon’s computation of any payment due with respect to the Included Programs in excess of 10% of such License Fees, then CDD shall have the right to conduct audits pursuant to this Section 11.5 twice per calendar year for the remainder of the Term. CDD agrees that any information that relates to items other than Included Programs learned or disclosed by its auditor in connection with such audit is Confidential Information of Amazon and subject to the NDA. 11.6 All Statements and Sales Reports provided to CDD by Amazon pursuant to this Section 11 shall be delivered via e-mail to the following e-mail addresses or to such other e-mail addresses as CDD may hereafter specify in writing: [email protected] and [email protected]. 12. NO CUTTING OR EDITING. Each Included Program and, if provided, trailers, feature wraps/wrap-arounds and other programming and marketing and promotional materials with respect to such Included Program, shall only be made available to a Customer and used by Amazon in its entirety without any addition or deletion or any other modification. In no event will main or end credits or trademark or copyright notices be cut or modified by Amazon. No exhibitions of any Included Program hereunder shall be interrupted for intermission, commercials or any other similar commercial announcements of any kind. 13. COPY PROTECTION. 13.1 Amazon represents and warrants that (a) it will utilize geofiltering technology designed to limit licensing and distribution of Included Programs to Customers in the Territory that meets the geofiltering requirements in Schedule B-1; and (b) it will at all times utilize and implement all applicable DRM requirements under this Agreement in connection with the distribution of the Included Programs on the Service. Amazon shall not be deemed to have
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EXECUTION VERSION
distributed outside the Territory where an exhibition that is otherwise in compliance with this Agreement occurs outside the Territory notwithstanding Amazon’s compliance with its geofiltering obligations under this Section 13.1 and Schedule B-1. In the event CDD embeds, encodes or otherwise inserts, or if applicable, associates copy control information in or with the Included Programs prior to delivery to Amazon, Amazon shall, provided the same does not, or cannot be reasonably anticipated to render the Included Programs incompatible with Approved Devices utilizing the Approved Format as contemplated by this Agreement, cause the Service to “pass through” such copy control information without alteration, modification or degradation in any manner. Except as otherwise set forth in this Agreement, Amazon shall be responsible for any reasonable systems costs and/or blanket or site licenses associated with such copy control information but shall not be responsible for any per copy fees that arise from such copy control information associated with Customer Transactions, the cost, if any, of which shall be the responsibility of CDD and which Amazon shall be entitled to deduct from License Fees payable to CDD hereunder. Neither Amazon nor the Service shall authorize any use of any video reproduction or compressed digitized copy of any Included Program for any purpose other than as is expressly permitted herein. CDD shall have the right to send its employees or a non- employee consultant as approved by Amazon (which approval shall not be unreasonably withheld) to inspect and review the Service’s security systems, procedures and technologies relating specifically to the secure distribution of Included Programs (“Security Systems”) at Amazon’s places of business (including Amazon’s off-site facilities, if any) as CDD reasonably deems necessary, provided, however, such inspection is conducted on reasonable advance notice (and in any event no less than seven (7) days advance notice, during regular business hours, not more frequently than once per six (6) months unless necessary to address a particular security concern, does not interfere materially with Amazon’s operations and is limited in scope so as to avoid, to the greatest extent practicable, access to Amazon confidential information, proprietary systems and technology. Any individuals who take part in any such inspection on CDD’s behalf shall be obligated, under written confidentiality agreements that are customary in form and substance, to maintain as confidential any information received in any such inspection. 13.2 Amazon shall notify CDD within two (2) Business Days of learning of the occurrence of any Security Breach or Territorial Breach, and shall provide CDD with specific information describing the nature and extent of such occurrence. CDD shall have the right to suspend the availability (“Suspension”) of its Included Programs on the Service (including Digital Locker Functionality) at any time during the Term in the event of a Security Breach or Territorial Breach by delivering a written notice to the Amazon of such Suspension (a “Suspension Notice”). CDD shall not deliver a Suspension Notice to Amazon based on a Security Breach which is based on a failure of the Approved Format unless all other ODRL and VOD services in the Territory that are similarly affected by such failure of the relevant Approved Format are delivered similar Suspension Notices. If, in circumstances where there is more than one Approved Format and/or Approved Transmission Means, a Security Breach or Territorial Breach involves only one Approved Format or Approved Transmission Means used by the Service, CDD shall have the right, exercisable in its sole discretion, to elect to deliver a Suspension Notice that provides for the Suspension of Included Programs with respect to such particular Approved Format or Approved Transmission Means. Upon its receipt of a Suspension Notice, Amazon shall take steps immediately to remove the Included Programs or make the Included Programs inaccessible from the Service (or through the specified suspended Approved Formats or Approved Distribution Means, if applicable) as soon as commercially feasible (but in
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EXECUTION VERSION
no event more than three calendar days after receipt of such notice). 13.3 If the cause of the Security Breach that gave rise to a Suspension is corrected, repaired, solved or otherwise addressed in the sole judgment of CDD, the Suspension shall terminate upon written notice from CDD, which notice may be given or withheld in CDD’s sole discretion (CDD endeavors to provide such notice within a commercially reasonable period of time following CDD’s determination that it desires to terminate the Suspension), and CDD’s obligation to make its Included Programs available on the Service (or through the specified suspended Approved Formats or Approved Distribution Means, if applicable) shall immediately resume. Upon receipt of such written notice, Amazon shall, within a commercially reasonable period of time, include the Included Programs on the Service (or through the specified suspended Approved Formats or Approved Distribution Means, if applicable) as soon thereafter as practicable. If more than one Suspension occurs during any calendar year, or any single Suspension lasts for a period of three months or more, either Party shall have the right, but not the obligation, to terminate this Agreement by providing not less than thirty (30) days advance written notice of such election to the Amazon. 13.4 Amazon shall at all times strictly comply with the DRM, Content Protection, and Anti-Piracy Cooperation Requirements attached hereto as Schedules B-1, B-2, and B-3 and incorporated herein by this reference with respect to the distribution of the Included Programs on the Service hereunder. For the avoidance of doubt, the parties acknowledge that a Security Breach or Territorial Breach may be related to the DRM encompassed within the Approved Format or otherwise beyond the reasonable control of Amazon in circumstances where breach of this Agreement by Amazon has not caused the Security Breach or Territorial Breach and that, in such event, CDD’s suspension and termination rights provided in this Section 13 shall be CDD’s sole and exclusive remedy for such Security Breach and/or Territorial Breach. 13.5 In the event Amazon elects to offer user generated/content upload facilities for video with sharing capabilities via the Service, it shall notify CDD no later than ten (10) days after the launch thereof (which notice may be via email). After receipt of such notice, the parties shall discuss the implementation (in compliance with local and Japanese law) of commercially reasonable measures (including but not limited to finger printing) to prevent the unauthorized delivery and distribution of CDD’s content within the UGC/content upload facilities on the Service. 13.6 Amazon and CDD will comply with the obligations in Schedule B-3 (Anti-Piracy Cooperation). 13.7 Files for the Included Program must be returned to CDD or securely destroyed pursuant to the Agreement at the end of the earlier of (a) sixty (60) days after the last Digital Locker Term to expire hereunder and (b) six (6) months after the expiration or termination of all agreements between the parties with respect to distribution of video content including, without limitation, all electronic and physical copies thereof. 14. WITHDRAWAL OF PROGRAMS. 14.1 Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program that is a Feature Film from the Service (and Amazon shall cease to make such program available on the Service and shall cease to promote such program’s availability on the Service, in the circumstances described in subclause (a) below
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EXECUTION VERSION
as soon as practicable after written notice from CDD and, in any event within 72 hours after such notice and, in circumstances described in subclauses (b) or (c) below, within thirty (30) days after written notice from CDD) in the event that: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Amazon to use, market, promote, license, distribute and/or transmit any Included Program that is a Feature Film as previously provided by CDD hereunder or there has been a Suspension, an Approved Format has been withdrawn or this Agreement has been terminated pursuant to Section 18.1; or (b) CDD reasonably believes that Amazon’s continued use, marketing, promotion, license, distribution and/or transmission of any Included Program that is a Feature Film may adversely affect CDD’s material relations with any applicable copyright owner, artist, composer, producer, director, publisher, or other similar third party rights holder or (c) CDD, or an Affiliate of CDD, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program (any such withdrawal hereunder, a “Withdrawal” and “Withdraw” and “Withdrawn” shall have correlative meanings). For the avoidance of doubt, Withdrawals under the circumstances described in subclauses (a) or (b) above may, as specified by CDD, apply entirely (such that no post-Withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or utilization is allowed in connection with the applicable Withdrawn Included Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable Withdrawn Included Program) or only to certain portions of the features and functionalities Licensed pursuant to this Agreement (e.g., future Customer Transactions for the applicable Included Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). In the event of a Withdrawal under subclause (c) above, the removal of the applicable Included Program shall be limited to Withdrawal of the Included Program from further Customer Transactions on the Service, and shall not include a withdrawal of Digital Locker Functionality and Streaming Functionality. Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to Withdraw Included Programs that are Feature Films (in the circumstances described in subclauses (a) and (b) above) even after the Term, in which event such withdrawal shall apply to post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete Withdrawal). In the event an Included Program that is a Feature Film is Withdrawn before such Included Program has been available on the Service fewer than ninety (90) days, CDD shall reimburse Amazon for the reasonable out- of-pocket costs directly associated with Amazon’s encoding (if any), posting, and then removing any such Included Programs (it being understood that amounts paid or credited to Customers shall be treated as set forth in Section 8.2). CDD acknowledges that its right to Withdraw Included Programs that are Feature Films from the Service under this Section is intended solely with respect to the affected Included Programs and is not intended as a means for more broadly terminating Amazon’s rights to use the same under this Agreement (except to the extent the circumstances giving rise to CDD’s Withdrawal rights apply more broadly). For the avoidance of doubt, in no event shall any rights of Amazon and/or its customers with respect to Digital Locker Functionality be greater after the Term of this Agreement than they were during the Term of this Agreement. 14.2 Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program that is a Television Program from the Service for any reason in its sole discretion, and as soon as practicable after written notice from CDD,
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EXECUTION VERSION
Amazon shall cease to make such program available for further Customer Transactions on the Service and shall cease to promote such program’s availability on the Service. Amazon shall not be entitled to any right or remedy as a result of any such withdrawal. In the event CDD withdraws a Television Program that is an Included Program because: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Amazon to use, market, promote, license, distribute and/or transmit any Television Program that is an Included Program as previously provided by CDD hereunder or there has been a Suspension, an Approved Format has been withdrawn or this Agreement has been terminated pursuant to Section 18.1; or (b) CDD reasonably believes that Amazon’s continued use, marketing, promotion, license, distribution and/or transmission of any Television Program that is an Included Program may adversely affect CDD’s material relations with any applicable copyright owner, artist, composer, producer, director, publisher, or other similar third party rights holder; such withdrawal may, as specified by CDD, apply entirely (such that no post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or utilization is allowed in connection with the applicable withdrawn Included Program that is a Television Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable withdrawn Included Program that is a Television Program) or only to certain portions of the features and functionalities licensed pursuant to this Agreement (e.g., future Customer Transactions for the applicable Included Program that is a Television Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). The withdrawal rights set forth in this Section 14.2 are collectively referred to as “Television Program Withdrawal”. Notwithstanding anything to the contrary contained in this Agreement, CDD may exercise its Television Program Withdrawal right in the circumstances described in subclauses (a) and (b) of this subsection even after the Term, in which event such withdrawal shall apply to post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete withdrawal). In the event of a Television Program Withdrawal within ninety (90) days of such Included Program that is a Television Program’s Availability Date, CDD shall reimburse Amazon for the reasonable out-of-pocket costs directly associated with Amazon’s encoding (if any), posting, and then removing any such Included Programs that are Television Programs. 15. CDD’S REPRESENTATIONS AND WARRANTIES. Without limiting any other representation, warranty or covenant of CDD herein, CDD hereby represents and warrants to Amazon that: 15.1 It has the full right, power and authority to enter into this Agreement; 15.2 This Agreement is a valid and binding obligation of CDD; 15.3 The performing rights in or the right to communicate to the public and make available on demand and otherwise exhibit or distribute as contemplated herein (as applicable, depending on the country of exploitation) any musical compositions (collectively, the “Communication Rights”) contained in each of the Included Programs, are (a) controlled by ASCAP, BMI or SESAC or similar dominant collection societies having jurisdiction in the Territory, or (b) controlled by CDD to the extent required for the licensing of the exhibition in accordance herewith and such rights are hereby granted to Amazon for no additional consideration, or (c) in the public domain. Notwithstanding this Section 15.3, Amazon acknowledges that CDD does not represent or warrant that Amazon may exercise the
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EXECUTION VERSION
Communication Rights in the music without obtaining a valid license from the applicable dominant collection societies and without payment of the applicable royalties or license fees in connection with Amazon’s exploitation of the Included Programs herein; as such, to the extent such royalties or license fees are required to be paid in connection with the exhibition of the Included Programs (the “Communication Rights Payments”), Amazon shall be responsible for the payment thereof. 15.4 As part of the delivery materials for each Included Program, CDD shall provide all music cue sheets in relation to the Communication Rights for the musical compositions incorporated in such Included Programs. 15.5 CDD is acting as principal under this Agreement, and not as agent of any other party. 16. AMAZON’S REPRESENTATIONS AND WARRANTIES. Without limiting any other representation, warranty or covenant of Amazon herein, Amazon hereby represents, warrants and covenants to CDD that: 16.1 It has the full right, power and authority to enter into this Agreement; 16.2 This Agreement is a valid and binding obligation of Amazon; 16.3 Amazon shall use and distribute the Included Programs made available pursuant to this Agreement strictly in accordance with the terms of this Agreement; and 16.4 Amazon shall not affirmatively encourage or enable the unauthorized reception and use of the Included Programs. 16.5 Amazon is acting as principal under this Agreement, and not as agent of any other party. 17. INDEMNIFICATION. 17.1 CDD shall indemnify and hold harmless Amazon and its representatives (with respect to a party, its officers, directors, equity owners, employees and other representatives and its parents, subsidiaries and Affiliates (and their officers, directors, equity owners, employees and other representatives (collectively, the “Representatives”)) from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable outside counsel fees, to the extent they arise from or in connection with (i) the breach by CDD of any of its representations or warranties or any provision of this Agreement or (ii) any third party claim that any of the Included Programs, the Advertising Materials or Metadata when used in strict accordance with this Agreement, infringe upon the trade name, trademark, copyright, music synchronization, literary or dramatic right, other intellectual property right or right of privacy of any claimant or constitutes a libel or slander of such claimant or otherwise violate the right of any party or violate any law; provided, however, that Amazon shall promptly notify CDD of any such claim or litigation. Notwithstanding the foregoing, the failure to provide such prompt notice shall diminish CDD’s indemnification obligations only to the extent CDD is actually prejudiced by such failure.
17.2 Amazon shall indemnify and hold harmless CDD and its Representatives from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable outside counsel fees, to the extent they arise from or in connection with (i) the breach
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EXECUTION VERSION
of any representation, warranty or other provision of this Agreement by Amazon, (ii) the infringement by the Service upon or violation of any right of a third party or violation of any law by the Service (other than claims for which CDD indemnifies Amazon pursuant to Section 17.1(ii)); (iii) any servicing, management or other utilization of the Digital Locker Functionality or Streaming Functionality with respect to an Included Program that has been, or pursuant to written instructions from CDD to Amazon should have been, withdrawn pursuant to Sections 14.1 or 14.2; or (iv) Amazon’s failure to pay the Communication Rights Payments; provided, however, that CDD shall promptly notify Amazon of any such claim or litigation. Notwithstanding the foregoing, the failure to provide such prompt notice shall diminish Amazon’s indemnification obligations only to the extent Amazon is actually prejudiced by such failure. 17.3 In any case in which indemnification is sought hereunder: (a) At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or defense of any such claim or litigation. If the indemnifying party assumes the handling, settlement or defense of any such claim or litigation, the party to be indemnified shall cooperate in the defense of such claim or litigation, and the indemnifying party’s obligation with respect to such claim or litigation shall be limited to holding the indemnified party harmless from any final judgment rendered on account of such claim or settlement made or approved by the indemnifying party in connection therewith, and expenses and reasonable attorneys fees of the indemnified party incurred in connection with the defense of such claim or litigation prior to the assumption thereof by the indemnifying party and any reasonable out-of-pocket expenses for performing such acts as the indemnifying party shall request. If the indemnifying party does not assume the handling, settlement or defense of any such claim or litigation, the indemnifying party shall, in addition to holding the indemnified party harmless from the amount of any damages awarded in any final judgment entered on account of such claim, reimburse the indemnified party for reasonable costs and expenses and reasonable outside attorneys fees of the indemnified party incurred in connection with the defense of any such claim or litigation; and (b) The party seeking indemnification shall fully cooperate with the reasonable requests of the other party in its participation in, and control of, any compromise, settlement, litigation or other resolution or disposition of any such claim. The indemnifying party shall not consent to the entry of any final judgment in any action without the indemnified party’s prior written approval except, in the case where CDD is the indemnifying party, where such consent involves the agreement not to further exploit an Included Program. 18. TERMINATION. 18.1 In the event either party defaults (including the failure to make one hundred percent (100%) of payments due irrespective of any termination) in the performance of any of its material obligations hereunder or becomes insolvent, or a petition under any bankruptcy act shall be filed by or against the party (which petition, shall not have been dismissed within sixty (60) days thereafter), or a party executes an assignment for the benefit of creditors, or a receiver is appointed for the assets of the party, or the party takes advantage of any applicable insolvency or reorganization or any other like statute (each of the above acts is hereinafter referred to as an “Event of Default”), and the party which has committed the Event of Default fails to cure such Event of Default within thirty (30) days (ten (10) days for payment obligations) (assuming such
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EXECUTION VERSION
breach is curable) after delivery by the other party of written notice of Event of Default, then the other party may, in addition to any and all other rights which it may have hereunder, immediately terminate this Agreement by giving written notice to the party which has committed the Event of Default. In addition, in the case of an Event of Default by Amazon that remains uncured for a period of fifteen (15) days (assuming such breach is curable) after delivery by CDD of written notice thereof, whether or not CDD exercises a right of termination, CDD shall, upon the occurrence of such Event of Default, and until such time as such Event of Default is cured (assuming such breach is curable), have no further obligation to Deliver Source Copies or Advertising Materials to Amazon. 18.2 Notwithstanding anything to the contrary contained in Section 18.1, no termination of this Agreement for any reason shall relieve or discharge, or be deemed or construed as relieving or discharging, any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination (including, without limitation, the obligation to pay any amounts payable hereunder accrued as of such date of termination). Without limiting any other remedies available to the parties hereunder, in the event of a termination by either party pursuant to Section 18.1, Amazon shall immediately: (i) pay CDD all License Fees due and payable as of the effective date of such termination, (ii) stop further Customer Transactions of all Included Programs (i.e., remove the Included Programs from further license on the Service), and (iii) in compliance with the terms of Section 9.8 (for Source Copies) and Section 10.8 (for Advertising Materials), either return or destroy all Source Copies (including all residual copies thereof in Amazon’s possession or control) and Advertising Materials to CDD; provided, however, that CDD acknowledges that except to the extent otherwise provided herein: (i) Amazon shall have no obligation to delete or terminate any Customer’s access under the Service, in accordance with the terms of the Service, to any Included Program downloaded by such Customer in a Customer Transaction prior to the effective date of termination or expiration and (ii) Amazon may permit Customers to continue to use the Digital Locker Functionality with respect to Included Programs acquired on an ODRL basis subject to a valid Customer Transaction on the Service during the Term and Amazon may maintain copies of the Included Programs and Advertising Materials therefore after the Term to permit Customers to continue to use the Digital Locker Functionality with respect to such Included Programs subject to a valid Customer Transaction on the Service during the Term, subject in each case to CDD’s Withdrawal and Television Program Withdrawal rights under this Agreement. 19. RATINGS; ANTI-PIRACY WARNINGS 19.1 If CDD provides Amazon with rating information from the applicable ratings body in the Territory about a particular Included Program in the metadata for such Included Program, then Amazon shall display such rating information for each Included Program in the following manner: (i) the rating, as well as the description of the reasons behind the rating, e.g., “Rated PG-13 for some violence” (if provided), must be displayed in full on the main product page for such Included Program within the Service for the Territory alongside other basic information for such Included Program such as, by way of example, run time, release date and copyright notice, and such information must be displayed before a Customer Transaction is initiated; and (ii) once a Customer Transaction has been completed, each time the Included Program is listed in a menu display of the Customer’s movie library within the Service for the
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EXECUTION VERSION
Territory, the rating will be available by clicking to access the main product page or the details for that Included Program title. 19.2 With respect to all Included Programs distributed by Amazon pursuant to this Agreement, commencing no later than sixty (60) days following the Effective Date, Amazon shall cause an anti-piracy warning to be displayed in connection with each Included Program as follows: (a) in the event that any anti-piracy warning is included in the applicable Source Copy provided by CDD, by not deleting such warning in any encoded file created by Amazon from that Source Copy or (b) in the event that an anti-piracy warning is not included in the applicable Source Copy provided by CDD by either (i) providing a functioning link to the following anti- piracy warning, as may be modified from time to time by mutual written agreement of the parties (the “Anti-Piracy Warning”), on the detail page for each Included Program or (ii) including the Anti-Piracy Warning in the Service’s terms of use: “THE UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THIS COPYRIGHTED WORK IS ILLEGAL AND MAY BE PROSECUTED UNDER CRIMINAL OR CIVIL LAW. THE PROTECTION OF PRIVACY, IDENTITY AND CREATIVE PROPERTY RIGHTS IS ESSENTIAL TO ENSURE THAT THE INTERNET WORKS FOR EVERYONE.”. The link to the Anti-Piracy Warning will read as follows unless otherwise modified from time to time by mutual agreement of the parties (the “Anti-Piracy Link”): “Studio required notice: content is protected by U.S. copyright law. Learn more.” 19.3 If, at any time during the Term, (i) the applicable ratings body in the Territory issues updated rules or otherwise requires the display of rating information for digitally- distributed motion pictures in a manner different than the requirements set forth in Section 19.1 above; and/or (ii) any governmental body in the Territory with authority over the implementation of the Anti-Piracy Warning requires that such warning be implemented in a manner different from the manner set forth in Section 19.2 above, then CDD shall provide written notice to Amazon of such new requirements and Amazon shall comply with those requirements as a condition of continuing to distribute Included Programs pursuant to this Agreement. In the event Amazon does not comply with updated instructions issued by CDD pursuant to this Section 19.3 within thirty (30) days of such notice, CDD shall, as its sole and exclusive remedy for such failure to comply, have the right, but not the obligation, to require Amazon to remove the affected Included Program(s) from the Service within five Business Days of written notice to Amazon if CDD believes that Amazon’s continued distribution in the manner that does not comply with the updated instructions will violate the material terms of any written agreement or other material requirement imposed on CDD by any governmental body administering the use of such information or warnings, as applicable. 20. EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Amazon hereby acknowledges that CDD may be unable to license particular programs to Amazon on the terms set forth in this Agreement due to, among other things, certain arrangements between CDD and individuals involved in the production or financing of such program that require CDD to obtain the approval of such individuals prior to the licensing of such program. CDD’s failure to obtain such necessary approvals or to license any such program to Amazon under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. Such programs shall not be delivered by CDD hereunder and shall not be deemed Included Programs.
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EXECUTION VERSION
21. ASSIGNMENT. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other, except that either may assign any of its rights and obligations under this Agreement without consent: (i) to any Affiliate (provided that any such assignment shall not relieve the assigning party of its obligations hereunder) that is not a foreign (i.e., non-U.S.) legal entity or has tax residence outside of the fifty (50) states of the United States of America and the District of Columbia; (ii) in connection with any merger, consolidation, reorganization, sale of all or substantially all of its related assets or similar transaction, provided however, that in the event that Amazon merges, consolidates, reorganizes, sells all or substantially all of its related assets, or enters into a similar transaction with a Major Studio or its theatrical motion picture production or distribution affiliates, then CDD shall have the right to terminate this Agreement by providing Amazon thirty (30) days advance written notice, or (iii) as otherwise set forth in this Agreement. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors. 22. NOTICES. Except as otherwise expressly provided herein, all notices, statements and other documents desired or required to be given hereunder shall be in writing and shall be given by personal delivery or reputable overnight or courier delivery service or fax. All notices, statements and other documents shall be sent to: If to CDD: Culver Digital Distribution Inc. 10202 West Washington Boulevard Culver City, CA 90232 Attention: EVP, Worldwide Digital and Commercial Strategy Facsimile: 310-244-0244
and
Sony Pictures Entertainment Inc. 10202 West Washington Blvd. Culver City, CA 90232 Attention: EVP, Corporate and Distribution Legal Affairs Facsimile: 310-244-2169
If to Amazon:
Amazon.com Int’l Sales, Inc. c/o Amazon.com 410 Terry Avenue North Seattle, WA 98109-5210, USA Facsimile: 206-266-7010 Attention: General Counsel
(or at such other address as may be designated in writing by either party). Notice given by personal delivery shall be deemed given upon delivery and notice given by overnight delivery or courier service shall be deemed given the first Business Day following the Business Day of delivery to the overnight delivery service.
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EXECUTION VERSION
23. GOVERNING LAW/ARBITRATION. This Agreement shall be interpreted and construed in accordance with the substantive laws (and not the law of conflicts) of the State of New York and the United States of America with the same force and effect as if fully executed and to be fully performed therein. CDD and Amazon will attempt to settle any claim or controversy arising out of this Agreement through good faith consultation and negotiation (as to substance and/or procedure); provided, however, that if either party determines that such attempts have failed, are likely to fail, such party shall be entitled to commence immediately a Proceeding pursuant to this Section 23. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 23 (a “Proceeding”) shall be submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the provisions herein. Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) Business Days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may, in the case of enforcement against CDD, be enforced by a petition to the Los Angeles County Superior Court or, in the case of enforcement against Amazon, such other court having jurisdiction over Amazon, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) Business Days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a New York State Supreme Court, Appellate Division
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EXECUTION VERSION
reviewing a judgment of the New York State Supreme Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may, in the case of enforcement against CDD, be enforced by a petition to the Los Angeles County Superior Court or, in the case of enforcement against Amazon, such other court having jurisdiction over Amazon, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. Subject to a party’s right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction, if sought by CDD, in Los Angeles County, California or, if sought by Amazon, such other court that may have jurisdiction over Amazon, without thereby waiving its right to arbitration of the dispute or controversy under this Section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. 24. FORCE MAJEURE. Neither party shall in any manner whatsoever be liable or otherwise responsible for any delay or default in, or failure of performance resulting from or arising out of or in connection with any Event of Force Majeure, and no such delay, default in, or failure of performance shall constitute a breach by either party hereunder. As used herein, “Event of Force Majeure” in respect of a party shall mean any reasonably unforeseeable act, cause, contingency or circumstance beyond the reasonable control of such party, including, without limitation, any governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition of import or export of goods or products, regulation, order or restriction (whether foreign, federal or state), war (whether or not declared), civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, fire, flood, drought, other natural calamity, damage or destruction to plant and/or equipment, or any other accident, condition, cause, contingency or circumstance (including without limitation, acts of God within or without the United States), but shall not include an inability to pay for whatever reason. 25. CONFIDENTIALITY. Amazon and CDD agree that their obligations with respect to confidential information related to this Agreement will be subject to and governed by the terms of the Mutual Non-Disclosure Agreement between Amazon Digital Services, Inc. and Culver Digital Distribution Inc., dated as of August 31, 2006 (the “NDA”). Notwithstanding anything to the contrary herein or in the NDA, the obligations of a Receiving Party (as defined in the NDA) with respect to confidential information related to this Agreement shall survive for five (5) years following the termination of this Agreement. Each party agrees that the terms and conditions of
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EXECUTION VERSION
this Agreement, including, without limitation, the License Fees payable hereunder along with any information contained in any marketing, purchase, download, usage and other reports or statements provided by one party to the other hereunder will be deemed Confidential Information under the NDA. Neither party shall issue any press release regarding the existence of or terms of this Agreement without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. 26. LIMITATION OF LIABILITY. EXCEPT FOR ANY BREACH OF A PARTY’S OBLIGATIONS UNDER SECTION 25, THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 17 OR DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL INFORMATION, FOR BUSINESS INTERRUPTION, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ANY BREACH OF A PARTY’S OBLIGATIONS UNDER SECTION 25, THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 17, THE PARTIES’ OBLIGATIONS WITH RESPECT TO THE PAYMENT (OR, IF APPLICABLE, REFUND) OF LICENSE FEES AND THE COSTS SET FORTH IN SECTION 9 HEREUNDER, OR DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR INTENTIONAL DISTRIBUTION OR INTENTIONAL EXPLOITATION OF AN INCLUDED PROGRAM IN A MANNER NOT PERMITTED BY SECTION 3, THE TOTAL, AGGREGATE LIABILITY OF EITHER PARTY ARISING FROM OR RELATED TO THIS AGREEMENT WILL IN NO EVENT EXCEED $7,500,000. THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 26 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY OF THE LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THE COMPENSATION PAYABLE HEREUNDER REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY. 27. EQUITABLE RELIEF. In no event shall Amazon be entitled, as a remedy to CDD’s breach of this Agreement, to equitable or injunctive relief compelling the Delivery of a title for Distribution on the Service or prohibiting CDD’s distribution or release of any title. In no event shall CDD be entitled, as a remedy to Amazon’s breach of this Agreement, to equitable or injunctive relief compelling the distribution of any title via the Service or prohibiting or curtailing the Service or any aspect thereof, other than the distribution on the Service of CDD’s Included Programs. 28. PRESUMPTIONS. In interpreting the terms and conditions of this Agreement, no presumption shall be interpreted for or against a party as a result of the role of such party or such party’s counsel in the drafting of this Agreement.
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DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
SCHEDULE A
PRE-APPROVED HARDWARE-BASED DRM STREAMING DEVICES
The following devices (whether such device is stand-alone or is integrated into a television), which support the Pre-approved Hardware-Based DRM Streaming Format:
1. “Sony” branded televisions, Blu-ray Disc players or other consumer electronics devices and PlayStation 3 2. Roku devices. 3. “Panasonic”-branded televisions, Blu-ray Disc player or other consumer electronics devices. 4. “LG”-branded televisions, Blu-ray Disc players or other consumer electronics devices. 5. “VIZIO”-branded televisions, Blu-ray Disc players or other consumer electronics devices. 6. “Toshiba”-branded televisions, Blu-ray Disc players or other consumer electronics devices. 7. “Samsung”-branded televisions, Blu-ray Disc players or other consumer electronics devices. 8. Nintendo Wii & Wii-U 9. X-BOX 360
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EXECUTION VERSION
SCHEDULE B-1
CONTENT PROTECTION REQUIREMENTS AND OBLIGATIONS
All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.
General Content Security & Service Implementation 1. Content Protection System. All content delivered to, output from or stored on a device must be protected by a content protection system that includes a digital rights management or conditional access system, encryption and digital output protection (such system, the “Content Protection System”).
2. The Content Protection System shall:
(i) be an implementation of one the content protection systems approved for UltraViolet services by the Digital Entertainment Content Ecosystem (DECE), or (ii) be an implementation of Microsoft WMDRM10 and said implementation meets the associated compliance and robustness rules, or (iii) be otherwise approved in writing by CDD. CDD hereby in this respect approves streaming to hardware devices according to the requirements in section “SSL Hardware Streaming” below.
In addition to the foregoing, the Content Protection System shall, in each case: a. be fully compliant with all the compliance and robustness rules associated therewith, and b. use rights settings that are in accordance with the requirements in the Usage Rules, this Content Protection Schedule and this Agreement.
The content protection systems currently approved for UltraViolet services by DECE for both streaming and download and approved by CDD for both streaming and download are: a. Marlin Broadband b. Microsoft Playready c. CMLA Open Mobile Alliance (OMA) DRM Version 2 or 2.1 d. Adobe Flash Access 2.0 or later e. Widevine Cypher ® DRM
The content protection systems currently approved for UltraViolet services by DECE for streaming only and approved by CDD for streaming only unless otherwise stated are: f. Cisco PowerKey g. Marlin MS3 (Marlin Simple Secure Streaming) h. Microsoft Mediaroom i. Motorola MediaCipher j. Motorola Encryptonite (also known as SecureMedia Encryptonite) k. Nagra (Media ACCESS CLK, ELK and PRM-ELK) (approved by CDD for both streaming and download) l. NDS Videoguard (approved by CDD for both streaming and download) m. Verimatrix VCAS conditional access system and PRM (Persistent Rights Management) (approved by CDD for both streaming and download)
CI Plus 3. Any conditional access implemented via the CI Plus standard must be pre-approved in writing by CDD. Streaming 4. Generic Internet and Mobile Streaming Requirements
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EXECUTION VERSION
The requirements in this section “Generic Internet and Mobile Streaming Requirements apply in all cases where Internet streaming is supported.
(i) Except for the first 2 minutes, 13 seconds of consecutive footage, encryption shall be applied to the entirety of A/V data in accordance with this schedule .
(ii) The streaming client shall NOT store streamed media after the playback session has ended except as set forth in section 3.2 (Instant Playback). Any storage of streamed media shall be under the protection of an Approved Content Protection System..
5. Implementation of an Approved Content Protection System on iOS
The requirements in this section “Implementation of an Approved Content Protection System on iOS” only apply for implementations of an Approved Content Protection System on iOS devices.
(i) The connection between the approved DRM client and the native Quicktime player shall be secured via a cryptographically secure mutual authentication.
(ii) The streams between the approved DRM client and the native Quicktime player shall be encrypted using AES-128..
(iii) Output of the stream from the receiving device shall not be permitted unless this is explicitly allowed elsewhere in the schedule.
(iv) Output of the Licensed Content over AirPlay Streaming is allowed in Standard Definition if AirPlay Link Encryption is used to protect interactions between the iOS device and the Apple TV, provided that Amazon may not output Licensed Content via AirPlay Streaming as set forth in this subsection unless Amazon has approval for such output from three Major Studios with respect to feature films licensed by such Major Studios for distribution on the Service.
(v) The client shall NOT cache streamed media for later replay
(vi) iOS applications shall include functionality which detects if the iOS device on which they execute has been “jailbroken” and shall disable all access to protected content and keys if the device has been jailbroken, . provided that Amazon may deliver Included Programs to iOS devices without detecting if iOS devices are jailbroken as set forth in this subsection if Amazon has approval for such delivery from three Major Studios with respect to content licensed from such Major Studios for distribution on the Service.
6. Pre-Approved Hardware Based Streaming Formats:
(i) Real Time Messaging Protocol Encrypted (RTMPe) enabled by Flash Media Server version 3.06 or later. Amazon may use RTMPe in connection with Hardware-Based DRM Streaming Devices only that were manufactured on or prior to December 31, 2012, and were either LG Connected TVs or Connected Blu-rays Players, or Vizio Connected Blu- ray Players.. From end Jun 30th onwards Amazon shall NOT allow new installations of its application to any device for use with RTMPe.
(ii) SSL Hardware Streaming The requirements in this section “SSL Hardware streaming” only apply if SSL is used to provide the Content Protection System.
(iii) Streaming under the protection of SSL only without a content protection system approved under clauses 2 (i) and 2 (ii) above is only permitted for device models supported by Amazon and first manufactured on or prior to April 30, 2013, with the exception of devices manufactured by Vizio and Sony TVs for which the end date is December 31, 2013, and where all the requirements in this section are met. Devices shall include
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EXECUTION VERSION
firmware that is updatable on the client only by firmware signed (or otherwise authenticated) by the device manufacturer.
(iv) Devices shall implement a “secure boot” process designed to verify the integrity of its firmware at boot time.
(v) Devices shall prevent access to content security keys or access control metadata via any external connection to the Approved Device, other than via transmissions over IP connections using SSL or other encrypted communication protocols between the client Approved Device, Approved Device manufacturer/service provider and/or Amazon servers.
(vi) Devices shall make available to the Service client software a partitioned, persistent, protected storage facility for the purpose of storing customer account authentication credentials and other access control metadata.
(vii) Devices shall implement a security model designed to (i) prevent access by third party code to the protected storage facility that stores Amazon specific keys, credentials, or access control metadata and (ii) prevent third party applications from interfering with content protection systems.
(viii) If the device includes a persistent storage system, devices shall not store Included Programs on the persistent storage system.
(ix) Devices shall support a unique identifier which can be validated and authenticated by the device manufacturer or Amazon.
(x) All Included Programs shall be delivered to the Approved Device via HTTPS using signed, time-expiring URLs.
(xi) Device authentication on the Approved Device shall be performed utilizing one of the following processes:
6.xi.1. client-side SSL certificate authentication by Amazon’s server, including validating that the client-side certificate properly chains up to a valid root CA certificate;
6.xi.2. shared secret, where, at the time of provision, each request is signed by the Approved Device using the shared secret key embedded in its protected memory; or
6.xi.3. the Approved Device’s manufacturer operates a mediating server, which receives and authenticates requests from the applicable Approved Devices.
(xii) For the purposes of this section “SSL Hardware streaming”, only certificates signed by Amazon, its Affiliates, the device manufacturer or any commercially reputable certification authority shall be deemed to be valid root CA certificates. Revocation and Renewal 7. Amazon shall ensure that Amazon servers of the Content Protection System are promptly and securely updated. Amazon shall ensure that where client security update is under Amazon control (e.g. Amazon-branded application) patches, including HDCP and DTCP System Renewability Messages (where provided and where SRM transport is possible), received from content protection technology providers (e.g. DRM providers) and content providers are promptly applied to clients and servers. Where DRM update of devices with Amazon-branded services on is not under Amazon control, Amazon shall ensure that the responsible party applies patches received from content protection technology providers, including HDCP and DTCP System Renewability messages (where provided and where SRM transport is possible), as soon as reasonably possible. If Amazon has
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EXECUTION VERSION
reasonable belief that a specific device has been subject to a demonstrably effective circumvention of an implementation of a Content Protection System used by Amazon to protect Licensor content, for any device that can be updated by a remote update mechanism, it shall not deliver Licensor content to that device until the device has been updated and for any device that cannot be updated by a remote update mechanism, Amazon shall make efforts to work with the device manufacturer to apply the required content security patches. Account Authorisation 8. Content Delivery. Content, licenses, control words and ECM’s shall only be delivered from a network service to devices associated with an account with verified credentials. Account credentials must be encrypted in transit.
9. Services requiring user authentication:
Account credentials will provide access to one of the following:
- purchasing capability (e.g. access to the user’s active credit card or other financially sensitive information)
- administrator rights over the user’s account including control over user and device access to the account along with access to personal information. Recording PVR Requirements. Amazon shall take steps to ensure that any CDD content delivered by Amazon cannot be recorded by any device. Outputs 10. [Reserved].
11. Digital outputs of protected content are allowed if they meet the requirements in this schedule and if they are not forbidden elsewhere in this Agreement.
12. Digital Outputs.
(i) A digital signal may be output if it is protected by DTCP , HDCP or WM-DRM-ND.
(ii) DTCP will be signaled in a manner, where used, to configure:
12.ii.1. copy control information: the copy control information shall be set to “copy never” in the corresponding encryption mode indicator and copy control information field of the descriptor;
12.ii.2. Remote access: At such time as DTCP supports remote access, the remote access field of the descriptor shall be set to indicate that remote access is not permitted.
(iii) Exception Clause for Standard Definition (only), Uncompressed Digital Outputs on Windows-based PCs, Macs running OS X or higher, IOS and Android devices. HDCP must be enabled on all uncompressed digital outputs (e.g. HDMI, Display Port) for High Definition Content, unless the customer’s system cannot support HDCP and the content would not be viewable on such customer’s display if HDCP were to be applied in which case Standard Definition may be Streamed or Downloaded (as permitted) to the device.
(iv) Upscaling: Device may scale Included Programs in order to fill the screen of the applicable display; provided that Amazon’s marketing of the Device shall not state or
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EXECUTION VERSION
imply to consumers that the quality of the display of any such upscaled content is substantially similar to a higher resolution to the Included Program’s original source profile (i.e. SD content cannot be represented as HD content). Geofiltering
13. Amazon shall, prior to the Customer’s purchase of the Included Program, utilize technology that is designed to determine whether the billing address associated with the payment instrument associated with the Customer’s account is located outside of the Territory. If the technology indicates that the address is outside of the Territory, then Amazon shall not permit the purchase.
14. Solely for Customers who do not have a payment instrument on file with Amazon and do not use a payment instrument for the applicable transaction (e.g., the Customer uses a gift card or account credit), Amazon shall, instead of using such technology, use a geo-filtering technology consisting of IP address look-up to ensure that it is being redeemed in the Territory associated with such gift card or voucher and shall not permit the purchase of the Included Program if the address is an address outside the Territory.
15. For Licensed Content delivered as a Subscription Service only, Amazon shall employ a geo-filtering technology consisting of IP address look-up designed to restrict Streams and Downloads from the Amazon Service to Subscribers located solely within the Territory. Content Provider hereby approves IP address look-up services provided by Quova, Inc. and Akamai Technologies, Inc. so long as such services include geolocation bypass detection technology designed to detect known web proxies, DNS-based proxies and other forms of proxies, anonymizing services and VPNs to the extent technically feasible, which have been created for the primary intent of bypassing geo- restrictions and update their geolocation bypass data on a regular basis. CDD shall not unreasonably withhold its approval of any replacement service provider proposed by Amazon so long as the replacement service is judged, in CDD’s sole discretion, to be as effective as the service to be replaced.
16. Amazon shall periodically review the effectiveness of its IP geofiltering measures (or those of its provider of geofiltering services) and perform upgrades as necessary so as to maintain effective geofiltering capabilities. Amazon shall in all cases use a payment instrument billing address to confirm that the user is resident within the Territory. Amazon shall perform these checks at the time of each transaction for transaction-based video services.
17. Amazon shall be deemed to be in compliance with its Territorial obligations as long as Amazon implements the geo-filtering techniques as described in this section. Amazon will check the IP- address of Customer’s that purchase an Included Program and Amazon will notify CDD in writing in the event that, during any calendar quarter during the Term, Amazon detects more than 2% of those checks indicate an IP address that corresponds to a geographic area outside of the Territory. In that event, Amazon and Sony will discuss in good faith other measures, including the possible implementation of an IP-address check, to enforce the Territorial restrictions in this Agreement. Network Service Protection Requirements. 18. All licensed content must be received in an encrypted format and stored at content processing and storage facilities and access control policies must be enforced, including by limiting and controlling physical access to servers.
19. Document security policies and procedures shall be in place. Documentation of policy enforcement and compliance shall be continuously maintained.
20. Access to video content in unprotected format must be limited to authorized personnel and auditable records of actual access shall be maintained.
21. Physical access to servers must be limited and controlled.
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EXECUTION VERSION
22. Content servers must be protected from general internet traffic by “state of the art” protection systems including, without limitation, firewalls, virtual private networks, and intrusion detection systems. All systems must be regularly updated to incorporate the latest security patches and upgrades. High-Definition Restrictions & Requirements In addition to the foregoing requirements, all HD content (and all Stereoscopic 3D content) is subject to the following set of restrictions & requirements:
23. General Purpose Computer Platforms. HD content is allowed to be delivered to and playable on General Purpose Computer Platforms (e.g. PCs, Tablets, Mobile Phones) with additional requirements for HD playback on General Purpose Computer Platforms as follows:
(i) Allowed Platforms. HD content for General Purpose Computer Platforms is only allowed on the device platforms (operating system, Content Protection System, and device hardware, where appropriate) specified below:
23.i.1. Android. HD content is only allowed on the Android operating systems as follows:
23.i.1.1. Ice Cream Sandwich (4.0) or later versions: when protected using the implementation of Widevine built into Android, or
23.i.1.2. all versions of Android: when protected using an Ultraviolet approved DRM or Ultraviolet Approved Streaming Method (as listed in section 2 of this Schedule) either:
23.i.1.2.1. implemented using hardware-enforced security mechanisms (e.g. ARM Trustzone) or
23.i.1.2.2. implemented by a CDD-approved implementer, or
23.i.1.3. all versions of Android: when protected by a CDD-approved content protection system implemented by a CDD-approved implementer
23.i.2. iOS. HD content is only allowed on the iOS operating systems (all versions thereof) as follows:
23.i.2.1. when protected by an Ultraviolet approved DRM or Ultraviolet Approved Streaming Method (as listed in section 2 of this Schedule) or other CDD-approved content protection system, and
23.i.2.2. CDD content shall NOT be transmitted over Apple Airplay and applications shall disable use of Apple Airplay, and
23.i.2.3. where the provisioned HLS implementation is used (e.g. so that native media processing can be used), the connection between the approved DRM client and the native HLS implementation shall be robustly and effectively secured (e.g. by mutual authentication of the approved DRM client and the native HLS implementation)
23.i.3. Windows: HD content is only allowed on Windows Operating System devices supporting the Windows Vista, XP (incorporating Service Pack 2), Windows 7 and 8 operating system (all forms thereof) when protected by an Ultraviolet Approved DRM or Ultraviolet Approved Streaming Method (as listed in section 2 of this Schedule) or other CDD-approved content protection system.
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EXECUTION VERSION
23.i.4. Mac OS: HD content is allowed on the integrated screens of devices using Mac OS version 10.5 (and successor versions) with digital outputs subject to the requirements outlined in clause 12 of this Schedule.
(ii) Robust Implementation
23.ii.1. Implementations of Content Protection Systems on General Purpose Computer Platforms shall use hardware-enforced security mechanisms, including secure boot and trusted execution environments, where possible.
23.ii.2. Implementation of Content Protection Systems on General Purpose Computer Platforms shall, in all cases, use state of the art obfuscation mechanisms for the security sensitive parts of the software implementing the Content Protection System.
23.ii.3. All General Purpose Computer Platforms (devices) branded with a brand of Amazon or affiliates and deployed (distributed to users as part of the Service) by Amazon after end December 31, 2013, SHALL support hardware-enforced security mechanisms, including trusted execution environments and secure boot.
(iii) Digital Outputs:
23.iii.1. For avoidance of doubt, HD content may only be output in accordance with section “Digital Outputs” above unless stated explicitly otherwise below.
23.iii.2. .Notwithstanding anything in this Agreement, if Amazon is not in compliance with this section, then, upon CDD’s written request, Amazon will temporarily disable the availability of content in HD via the Amazon service within thirty (30) days following Amazon becoming aware of such non-compliance or Amazon’s receipt of written notice of such non-compliance from CDD until such time as Amazon is in compliance with this section “General Purpose Computing Platforms”; provided that:
23.iii.2.1. if Amazon can robustly distinguish between General Purpose Computing Platforms that are in compliance with this section “General Purpose Computing Platforms”, and General Purpose Computing Platforms which are not in compliance, Amazon may continue the availability of content in HD for General Purpose Computing Platforms that it reliably and justifiably knows are in compliance but is required to disable the availability of content in HD via the Amazon service for all other General Purpose Computing Platforms, and
23.iii.2.2. in the event that Amazon becomes aware of non-compliance with this section, Amazon shall promptly notify CDD thereof; provided that Amazon shall not be required to provide CDD notice of any third party hacks to HDCP. Stereoscopic 3D Restrictions & Requirements CDD approval of 3D services provided by internet streaming. All 3D services provided over the Internet shall require written CDD approval in advance.
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EXECUTION VERSION
SCHEDULE B-2
ANTI-PIRACY COOPERATION
1. Anti-Piracy Measures: Without limiting any other provision of the Agreement, Amazon and CDD (the “Parties”) acknowledge and agree that it is in their mutual interest to take measures, acting in good faith cooperation, to combat the unauthorized distribution of copyrighted programming, and Amazon accordingly agrees to undertake the following cooperative measures in consultation with CDD during the Term subject always to local law and regulations applicable to the following activities:
2. UGC capabilities: In the event Amazon elects to offer user generated/content upload facilities for video with sharing capabilities via the Service, it shall provide CDD with notice received by CDD no later than the day of the public launch thereof (which notice may be via email). After receipt of the notice, the Parties will discuss the implementation (in compliance with local law) of commercially reasonable measures including, but not limited to, (1) the use of content identification technology that effectuates filtering, (2) an expedited notice and take-down procedure, and (3) compliance with the Principles for User Generated Content Services (http://ugcprinciples.com) to prevent the unauthorized delivery and distribution of CDD’s content within the user generated/content upload facilities on the Service. If Amazon does not implement such commercially reasonable measures within 90 days after the public launch, CDD shall have the option to terminate this Agreement by providing written notice thereof to Amazon.
3. Anti-piracy campaign: Amazon will consider in good faith any request by CDD to cooperate with audio-visual industry trade associations in anti-piracy informational campaigns directed at universities, corporations, or other organisations that require and support large network infrastructures, through reasonable participation, communications or similar awareness orientated initiatives. To the extent that any such cooperation could cause Amazon to incur more than de minimis costs, the Parties agree that they will discuss in good faith the allocation of such costs. It is also agreed that Amazon shall not be obliged to engage in any such activity under this paragraph. If Amazon declines to cooperate in such an informational anti-piracy campaign, Amazon will inform CDD of its decision and make itself available for a discussion. Amazon will inform CDD of its anti- piracy informational campaigns directed at its subscribers provided that any inadvertent failure to notify will not be deemed a breach of this Agreement. If Amazon does not make good faith efforts to cooperate as described in this Section 3 within 30 days after CDD’s request therefor, CDD shall have the option to terminate this Agreement by providing written notice thereof to Amazon.
4. Advertising: The Parties agree that they do not want advertisements for their products and services to be unintentionally providing financial support to, or otherwise legitimizing, Internet sites that pose a significant risk of video piracy (“IP Infringing Sites”). In furtherance of this aim, the Parties agree to discuss in good faith coordinated efforts in a reasonable and non-burdensome manner to implement industry best practices to prevent such support or legitimization of IP Infringing Sites by the Parties or their intermediaries including, but not limited to ad agencies, ad brokers, and ad networks.
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EXECUTION VERSION
CDD acknowledges that instituting any such implementation process would require outreach to third party vendors and a reasonable transition period. Amazon will provide CDD with the name and contact information for the appropriate individual at Amazon to coordinate with regarding the foregoing within ten (10) days following the Effective Date. If Amazon does not make good faith efforts to implement such practices as described in this Section 4 within 30 days after CDD’s request therefor, CDD shall have the option to terminate this Agreement by providing written notice thereof to Amazon.
5. Review of Anti-Piracy Terms: Amazon agrees to engage in good faith discussions from time to time to review and revise with CDD the anti-piracy requirements contained in this clause to reflect changes in technology and/or local laws which may facilitate the prevention or minimization of unauthorized file-sharing or other distribution of CDD’s content.
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EXECUTION VERSION
SCHEDULE B-3
STREAMING REQUIREMENTS
Streaming Functionality shall be allowed as part of the ODRL Usage Rules and VOD Usages as defined in the Agreement solely to the extent each condition set forth in this Schedule is met.
1. Included Programs may be transmitted to Streaming Devices solely with respect to an Included Program that a Customer is authorized to receive, decrypt and play subject to a Customer Transaction.
2. Included Programs may only be streamed to Flash Devices and Flash Access Devices if a Customer is logged in and authenticated, or linked, to his or her Service account (“Customer Account”).
3. Included Programs may only be streamed to a Hardware-Based DRM Streaming Device if such Hardware-Based DRM Streaming Device is linked to a Customer Account.
4. Amazon shall provide, on a quarterly basis, the following information regarding streaming activity generally in the following form:
Number of Streams 1 2 3 4 5 6 7 8 9 or more 1 vices 2 100 3 4 5 6 7 8 9 or
Number of Streaming De Streaming of Number more
The number in each cell of the above table will represent the aggregate number of Customer Transactions with respect to which, in the prior quarter, the Included Program that was the subject of such Customer Transactions was (a) streamed to the indicated number of Streaming Devices; and (b) streamed the indicated number of times. For example, the number 100 in the table above indicates that there were 100 Customer Transactions with respect to which, in the prior quarter, the Included Program that was the subject of such Customer Transactions was streamed exactly 3 times, to exactly 2 separate Streaming Devices.
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EXECUTION VERSION
SCHEDULE C
SPECIFICATIONS FOR ENCODED FILES
1. CDD authorizes Amazon to format and encode the Source Copies and other materials delivered by CDD in the formats established by Amazon for the Service (any such encoded copy of an Included Program, an “Encoded File”), provided that Amazon may not create Encoded Files in an up-converted or analogous format in which the Encoded File has a higher resolution than the Source Copy from which it was created.
2. Standard Definition Encoded Files created from a High Definition Source Copy must maintain the aspect ratio of the Source Copy.
3. For the avoidance of doubt, with respect to each Included Program distributed under this Agreement, each (a) Standard Definition Encoded File shall comply with the encoding specifications under “Standard Definition” in the Agreement and (b) High Definition Encoded File shall comply with the encoding specifications under “High Definition” in the Agreement.
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EXECUTION VERSION
SCHEDULE D
CONTENT SPECIFICATIONS
See attached. The content specifications may be updated from time to time by mutual agreement of the parties.
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Amazon Instant Video Content Guide - v2.45
Content Guide for Great Britain, Germany, & Japan
**Amazon.com Confidential; For Amazon Instant Video Licensors & Vendors only** v2.45 Last edited August 13, 2013
This document provides information for delivering digital video content to Amazon Instant Video’s Japan region, including specific details, specifications and examples. All providers and delivery entities must meet or exceed these specifications for all titles delivered. Please contact Amazon Instant Video Content Operations for any additional questions or details.
NOTE: All providers and delivery entities must be verified and approved by Content Operations prior to delivering any content to Amazon. This also applies to changes in delivery process or specifications on the provider side (switching to HD, etc.). Reach out to your Operations contact for more information.
Amazon.com Confidential Page 1 of 52 DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
Amazon Instant Video Content Guide - v2.45 Contents
1. Onboarding ...... 4 2. Files to deliver ...... 5 3. Types of Content ...... 5 3.1. Movie / Stand-Alone Content ...... 5 3.2. Television / Episodic Content ...... 6 3.3. Trailers ...... 6 4. Avails (Availability Notice) ...... 6 4.1. Delivery Method ...... 6 4.2. Information needed ...... 7 5. Metadata ...... 8 5.1. Delivery Method ...... 8 5.2. Information needed ...... 8 5.3. XLS Template ...... 8 5.4. XML ...... 8 5.5. Genres ...... 12 5.6. Content Ratings / Certification ...... 12 6. Mezzanine (video) ...... 13 6.1. Technical Specifications ...... 13 7. Images ...... 19 7.1. Editorial Guidelines ...... 19 7.2. Image Technical Specifications ...... 20 8. Closed Captions ...... 20 8.1. Conformance & Delivery ...... 20 8.2. Caption Technical Specifications ...... 21
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Amazon Instant Video Content Guide - v2.45 9. Subtitles & Dubbing ...... 22 9.1. Japan Standards ...... 22 9.2. Germany Standards ...... 22 10. File Naming Convention ...... 22 10.1. Parts of File Name ...... 23 10.2. File Name Examples ...... 26 11. Delivery Process ...... 27 11.1. Delivery Methods ...... 27 11.2. Delivery Timing and Deadlines ...... 28 11.3. Redelivery ...... 28 12. Appendix I – Complete Metadata List ...... 29 12.1. Metadata Fields ...... 29 13. Appendix II - Genres ...... 40 13.1. Japanese Genres ...... 40 13.2. UK Genres ...... 43 13.3. DE Genres ...... 46 14. Appendix III - Ratings ...... 48 15. Appendix IV – Additional Japanese Guidelines ...... 49 15.1. Adult Content ...... 49 15.2. Pronunciation Data ...... 49 16. Appendix V – Additional Filename Examples ...... 50 16.1. UK ...... 50 16.2. DE ...... 51 17. Appendix VI – Content Guide Notes ...... 52 17.1. AIV Content Operations ...... 52 17.2. Document Version History ...... 52
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Amazon Instant Video Content Guide - v2.45 1. Onboarding Onboarding is the process of reviewing delivery specifications with Amazon’s Content Operations team and reviewing test deliveries to ensure all assets can be delivered consistently.
Kick-off Call At some point during negotiations, providers will be referred to an Amazon Technical Account Manager, who will schedule a kick-off call with the provider’s operations and technical teams. This call is an opportunity for the content provider to ask specific questions about the content guide and learn more about how Amazon processes content. The goal is to complete the call with the content provider prepared to deliver assets for testing.
Post-Production Houses Providers should inform their Technical Account Manager if they will deliver through a post-production house and should supply contact information. Many post-production facilities have already been onboarded to Amazon’s specification; however, the Technical Account Manager will coordinate with each house to confirm that the Amazon specs can be met.
Aspera Whitelisting Amazon will prepare an Aspera connection which will be used for all content delivery. The provider must submit the IP address(es) that are to be whitelisted to connect to Amazon’s Aspera servers. See the Delivery Methods section below for more details.
Asset Testing Providers will be need to compile a sample of required assets (video mezzanine file, metadata, avails, and image) that will be sent to their Technical Account Manager for review. Amazon will test all assets and provide feedback on any changes or corrections that need to be made. This is an aggressive process with quick turnarounds, so providers should be prepared to dedicate operational and technical resources at this time to finalize requirements. Amazon’s goal is to review content and report to the provider within 24 hours of every mezz file delivery, and, ultimately, to only need to review and approve one round of deliveries.
Delivery Approval The asset testing phase will repeat until sample deliveries consistently meet specification. At that time, a Technical Account Manager will approve the provider for production deliveries. Files delivered after that point will be eligible for publish on the Amazon site. Any deliveries prior to approval will be considered tests, and will be discarded once feedback on success is provided.
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Amazon Instant Video Content Guide - v2.45 2. Files to deliver The content provider will be required to deliver all localized content packages for stand-alone, episodic, and trailer content to Amazon in the order below: Localized Deliverable Description The Avails should be provided to Amazon to identify upcoming titles and allow for proper scheduling Licensing Notifications (Avails Lists) of title releases. The Avails List is not required for ingestion. Information such as Title, Synopsis, Genre(s), etc. together with a unique identifier to enable Metadata with Rights Windows mapping of the title information to the avails and digital assets. The metadata must also include the offer window dates for each offer in a title. Images required for content to publish in the specified sizes, to be used to display the content on the HD Images Amazon service. (Images can alternatively be delivered at the same time as the digital asset package.)
Conformed Mezzanine files Source files to be used to generate the various target encodes used by the Amazon service. Closed Caption files Closed Captions where available for the deaf/hard of hearing.
Theatrical Trailers Trailers to be encoded for the Amazon service where available.
The deliverables and the delivery channels are explained in detail in the following sections of this guide.
3. Types of Content Amazon Instant Video currently supports two types of content: Movies and Television. 3.1. Movie / Stand-Alone Content Movie content is anything considered to be a stand-alone title and not part of a larger episodic format. Being a “movie”, does not necessarily mean “released in theaters”. Some common examples of “movie” titles are:
• Feature Films (most common) • Educational or instructional content • “Made for TV” or “Direct to Video” titles
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Amazon Instant Video Content Guide - v2.45 3.2. Television / Episodic Content TV / Episodic content usually refers to broadcast television shows (series, season, episode). 3.2.1. TV Structure Because of the hierarchical nature of TV content, here is a brief overview of how our systems are structured for Series, Season, and Episode information. A Series and Season are treated as a “title” in our catalog just like a Movie or Episode, including metadata and images, though they will not have any video associated with them.
• A Series is the highest level of a TV Show and represents the “show” itself. There might be different Series for different versions of a show (Dr. Who Classic, Dr. Who), but traditionally all seasons and episodes of a show live underneath a single Series. o A Season is a collection of Episodes that lives under a single Series and usually represents a normal broadcast TV “Season”. ° An Episode is an individual TV title and it lives underneath a specific Season, which in turn is underneath a single Series. Example • “Friends” = Series o “Friends Season 2” = Season ° Episode 7 = “The One Where Ross Finds Out” = Episode ° Episode 8 = “The One with the List” = Episode 3.3. Trailers Content requires a localized theatrical trailer to be provided whenever available. This must be clean of all date, rating, and further references.
4. Avails (Availability Notice) The first step in any title in Amazon Instant Video is the avails notice, which is a specific notification that Amazon has the rights to sell a title(s). This is used for initial creation and backend capacity and merchandising planning. It contains some basic information about the title, and while it might be the same or similar information as part of the metadata, it is a separate step for a specific purpose. 4.1. Delivery Method • U.S.-based providers: email [email protected] • U.K.-based and D.E.-based providers: email [email protected] • The Avails template must be used to provide this data. Please refer to the Content Information Pack. • Avails MUST come before Metadata
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Amazon Instant Video Content Guide - v2.45 4.2. Information needed
4.2.1. Title Information • Type = Movie, Episode • Title = The customer-facing title (“The Sound of Music”, not “Sound of Music, The”) • Unique ID = This identifier will be the value used in the file name for all assets associated with this title • Series = For TV/episodic content, the name of the Series (“How I Met Your Mother”) • Season # = For TV/episodic content, the order in which the Season will appear within the Series (“4”) • Episode # = For TV/episodic content, the order in which the Episode will appear within the Season (“14”) 4.2.2. Rights information • Format = SD, HD or Both • License Type = EST (Purchase) or VOD (Rental) • License Pre-Order Date (Optional) = Date the title will be available for sale only to customers (NOT consumable) for a specific format + license combination. • License Start Date = Date the title will be available for sale AND consumption to customers for a specific format + license combination. o If there are multiple windows for a title, please create a new row for each window, and comment in the “Notes” field identifying this as a title with multiple windows • License End Date (Optional) = Date the title will NO LONGER be available for sale, but still consumable by customers for a specific format + license combination. o If there are multiple windows for a title, please create a new row for each window, and comment in the “Notes” field identifying this as a title with multiple windows 4.2.3. Closed Caption information ALL titles (TV or Movie) need Caption information in the avails to maintain a clear record of Caption delivery and requirements for legal guidelines, as well as to identify the expectations in our system. • Closed Captions will be Delivered? = Will a Closed Caption file be delivered for this title, Y/N • Closed Captions Required? = Is a Closed Caption file required for this title under current legal guidelines, Y/N • Reason Captions are NOT required? (Optional) = When a title does NOT require captions, please provide a textual description as the reason it is not required. 4.2.4. Notes (Wholesale, Type, Description) • Notes (Wholesale, Type, Description) = An open field where any information can be entered, including: o Wholesale Price o Merchandising notes, such as free episodes o Identify Pre-Theatrical, Home Video status
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Amazon Instant Video Content Guide - v2.45 5. Metadata Metadata delivery contains not only Title Information (Name, synopsis, actors, genres, etc.) but also final rights or offer information, and technical detail about video and image files. This data is ingested and processed into our system and is largely what is used to present the title to our customers. Below is a high level view of Metadata. See the Metadata section of the appendix for specific descriptions and examples of the valid fields. 5.1. Delivery Method • Amazon offers both XML and XLS metadata templates. • Metadata should be delivered through Aspera or Aspera Shares with all other assets. • The first submission of a title will create the placeholder in the AIV catalog. Any additional submissions with the same Unique ID will be matched to that placeholder as an update. Metadata can be re-delivered at any time to correct or update any field except the Unique ID. 5.2. Information needed • See Metadata Fields for specific metadata needed. • Partners delivering to Japan should also review the Additional Japanese Guidelines Appendix.
5.3. XLS Template • An XLS template is available in the Content Guide package. It currently supports Movie and TV titles, and can be used in place of XML. • The XLS template is available for the UK, DE, and JP territories • The XLS template corresponds to version 1.2 of the XML specification 5.4. XML Included in the guide are template files that can be used as a starting point for metadata. These files should be used directly; simply replace the example data with real provider title data. The standard metadata fields are also listed in the appendix.
5.4.1. XML Guidelines and Tips • RUN VALIDATION prior to submission for ALL XML . o 100% of validation errors can be caught before submission by using the XML software’s validation options. Validation will check the file against the AIV XSD to ensure it is formed correctly and there are no structural issues. • If no data exists for an optional value, delete the entire field rather than leave the value blank. A blank value will cause an error during validation. • Do not rearrange or add new fields; the fields and order are required for proper validation. • Where multiple entries are supported (Genre, Director, Actor, etc), each entry must be on its own line with tag headers and footers included.
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Amazon Instant Video Content Guide - v2.45
• The
5.4.2. Version Identifier The metadata submission requires a version identifier. In XML submissions, this is an attribute defined off the main
Example:
• The version identifier allows for incremental updates as new features are added. o When adding new elements to existing XML, ensure that the header has been updated to reflect the most recent version o The schema location also needs to be updated in the header o Ask your technical account manager for the current XML template to ensure you have the most recent metadata fields and values.
5.4.3. Country Identifier Metadata submissions must specify a country attribute in the XML
Example :
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Amazon Instant Video Content Guide - v2.45 5.4.4. Localized Values Many fields are localizable, to support regions where multiple locales are supported. For example, Canada supports both English (en-CA) as well as French (fr-CA). The locale selected should correspond to the language of the intended audience. For example, an English movie with Japanese subtitles would be designated as “ja-JP” to designate that this is a localized version of the video:
Examples for UK, JP, and DE:
Example of Countries with Multiple Locales :
5.4.5. Asset Manifest Asset Manifest allows providers to detail the additional assets being supplied (image, mezzanine source, subtitles, captions, and audio).
Audio Channel Mapping The standard audio channel mapping is noted in the example below, as well as in the mezzanine spec section. Providers are required to submit non- standard mapping details in the metadata submission.
Display Aspect Ratio If the video being supplied does not contain header data, providers are required to provide the display aspect ratio in the Asset Manifest.
Field Order If the video file being supplied is interlaced, the metadata must specify whether the field order is “top field first” or “bottom field first”.
Example:
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Amazon Instant Video Content Guide - v2.45
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Amazon Instant Video Content Guide - v2.45 Example:
5.6. Content Ratings / Certification
5.6.1. Movie Ratings Guidelines • See the Ratings section for valid ratings associated with each marketplace • Ratings values for a movie can ONLY be used when formally granted by the film board being designated. For example: A License Holder cannot assign an “R15+” rating to a movie unless it was submitted and granted that rating by Eirin of Japan. The same holds true for England’s BBFC rating, and Germany’s FSK rating. • For movies not rated by an official ratings board, the “Not Rated” value must be used. • If a local rating is not available, please include any ratings that are available. o For example, if the title has a US MPAA rating, but has not been certified by BBFC or FSK, include the MPAA rating • Leaving the
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Amazon Instant Video Content Guide - v2.45 5.6.2. “Not Rated” • “NR ” (Not Rated / No Rating) is used for any content not given a formal rating • NOTE that “NR” content may be restricted by Amazon Parental Controls , so it is highly recommended to provide a rating value where possible.
6. Mezzanine (video) This section covers general guidelines for delivering video (mezzanine) to AIV, as well as guidelines for the actual editorial/content of the asset. 6.1. Technical Specifications 6.1.1. Video Source Guidelines • Editorial Guidelines: o NO stretching or cropping of content o NO up-res or down-res o NO bars and tones o NO commercial blacks • Amazon is capable of ingesting a broad range of video asset types, (including but not limited to MP4, Pro-Res, MPEG-2 TS, AVI, and WMV) regardless of codec or container. This enables content providers to leverage the highest quality assets in their archives and send them to Amazon with no need to perform additional transcoding. • Amazon always prefers the highest quality assets whenever possible regardless of rights. This reduces the need for asset redelivery if rights change or if a new product is launched. High quality assets usually produce a better video for the customer, even in SD. • Amazon can accept video sources in either progressive or interlaced formats. No video transformations are required prior to delivery. Providers should refer to the Content Processing Guidelines for more information in cases where any video processing on content prior to delivery will be performed. • Non-standard resolutions/aspect ratios are accepted as long as they are native to the source content and correctly flagged in the file metadata. • Source file bitrates should be sufficiently high to allow Amazon to generate quality target encodes for final delivery. Mezzanines should not contain artifacts such as banding, blocking, or ringing that would degrade the viewing experience for Amazon customers. • Providers should discuss any existing good mezzanine files with their Amazon Technical Account Manager. The existing files may meet or exceed quality requirements; using these may reduce the work required for the provider to deliver existing content.
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Amazon Instant Video Content Guide - v2.45 6.1.2. Audio Source Guidelines • Amazon requires that all content should be delivered with audio channels free of audible compression artifacts or other audio defects. This means that source files containing audio drop-outs, peak-level distortion, or any abnormalities not native to the content are unacceptable and will be rejected. • Surround-Sound Channel Mapping . Amazon prefers that content be delivered following industry standards for audio channel mapping (detailed here: Standard Audio Channel Mapping . Channel layout information will need to be specified in the asset manifest of the title’s metadata if the 5.1 mezzanines contain channel mapping in a different order than what is listed in the chart below. Please see the Audio Channel Mapping section of the Asset Manifest for specific detail.
• Dubbed Audio/Alternate Audio o The audio stream/channels in the mezzanine file shall only contain the correct audio for the title primary language. o Logos, bugs or pre-roll referencing optional audio tracks are not accepted and must be removed from the mezzanine. o 6.1.3. Content Processing Guidelines Any video processing required to conform a mezzanine to Amazon’s specifications should follow industry best-practices for creating high-quality video mezzanines and must be non-destructive. The guidelines listed below must be adhered to in order to ensure Amazon can deliver content to customers at the highest-quality possible. Amazon strongly prefers that content be delivered with interlace and letterboxing intact if the provider is not capable of performing the types of video transformations as outlined below. • Deliverables should be at the frame-rate and resolution native to that particular piece of the content. Feature films shot at 24fps should be 23.976p with proper inverse-telecine applied when necessary. • Content that is 29.97i with interlace in every frame should only be deinterlaced using high-quality deinterlacing methods. Techniques that cause excessive aliasing artifacts or result in loss of quality (such as blend deinterlacing or simple field decimation deinterlacing) are highly undesirable and should be avoided whenever possible. • Any cropping done prior to delivery at Amazon should only be performed to remove letterboxing, pillarboxing, horizontal or vertical blanking interval, or other non- viewer content such as ancillary data. Any content that is delivered in anamorphic format must have correct aspect ratio metadata in all source files.
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Amazon Instant Video Content Guide - v2.45 6.1.4. HD Mezzanine Specification - Video Attributes
Video Attributes High Definition (HD)
Video Codec ProRes 422 (HQ) MPEG-2 H.264 Resolution/Aspect ratio * HD must be >= 1280 pixels horizontally OR >= 720 pixels 4:3 (ex.1440x1080, 960x720) vertically 16:9 (ex.1920x1080, 1280x720) * SD must be >= 704 pixels 1.85:1 (ex.1920x1032, 1280x588) horizontally OR >= 480 pixels 2.35:1 (ex.1920x816, 1280x544) vertically 2.39:1 (ex.1920x792, 1280x536) *Letter-boxing and pillar- 2.40:1 (ex.1920x800, 1280x528) boxing should be cropped out to match aspect of content Interlaced/Progressive Both accepted. Must be correctly indicated in file header data. Container Type Transport
Video Bit Rate (CBR or VBR) HQ Mode 88 Mbps (or higher) 50 Mbps (or higher) 30 Mbps (or higher) Key Frame Interval #N/A 1 Second (or less) 2 Seconds (or less) Same As Source 23.976p, 24p, 25i, 25p, 29.97i, Frame Rate(s) 2997p, 30i, 30p Variable Frame Rates Are Not Accepted MPEG,MPG,MP4,M2P, Extensions MOV M2T,M2TS,MXF MPEG,MPG,MP4,M2P, M2T,MOV,MXF
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Amazon Instant Video Content Guide - v2.45 6.1.5. HD Mezzanine Specification - Audio Attributes
Audio Attributes High Definition (HD) 1080 lines of vertical resolution ProRes 422 (HQ) MPEG-2 H.264 AAC-LC
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Amazon Instant Video Content Guide - v2.45 6.1.6. SD Mezzanine Specification - Video Attributes
Video Attributes Standard Definition (SD)
Video Codec ProRes 422 (HQ) MPEG-2 H.264
Resolution/Aspect ratio * HD must be >= 1280 pixels horizontally OR >= 720 pixels 720X480 (NTSC) (16:9 OR 4:3)
Interlaced/Progressive Both accepted. Must be correctly indicated in file header data. Container Type Transport
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Amazon Instant Video Content Guide - v2.45 6.1.7. SD Mezzanine Specification - Audio Attributes
Audio Attributes Standard Definition (SD) <720 lines of vertical resolution
ProRes 422 (HQ) MPEG-2 H.264 AAC-LC
Minimum Audio Bit Rate (CBR or 192 Kbps (Stereo)
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Amazon Instant Video Content Guide - v2.45 7. Images This section covers general guidelines for delivering images to AIV, as well as guidelines for the actual editorial / content of the asset. 7.1. Editorial Guidelines These guidelines apply to all “cover art” for the title. Differences in Movie or TV are specifically called out. 7.1.1. Highest Quality available • Amazon always prefers the highest quality assets whenever possible • Images must be localized to each territory where the title will be sold 7.1.2. Orientation • Amazon uses different image orientations to more easily distinguish Movies and Television content • All Movies are in a Portrait orientation like a traditional movie poster • All TV is in a Landscape / Widescreen orientation like it would appear on current widescreen televisions 7.1.3. Content • Each image MUSTc contain a clear title name / title treatment of the content. For TV content: o Series images must contain the name of the Series o Season images must contain the name of the Series AND the Season #/designation • Bugs, Logos and Watermarks o NO references to other formats ("Now on DVD", etc.) o NO format-specific logos (DVD logo, Blu-Ray logo, etc.) o NO callouts to external websites
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Amazon Instant Video Content Guide - v2.45 7.2. Image Technical Specifications Below is a copy of the current specifications, but please consult the official companion file for complete AIV specs
Attribute TV Movie Format JPEG JPEG Orientation/Aspect Ratio Landscape/4:3 Portrait/3:4 2560 x 1920 Preferred 1920 x 2560 Preferred Resolution 1600 x 1200 Minimum 1200 x 1600 Minimum Color Profile RGB RGB 300 Preferred 300 Preferred DPI 72 Minimum 72 Minimum
8. Closed Captions Captions = Timed Text that includes both spoken dialogue and non-speech information for the deaf and hard of hearing. While closed-captions are primarily used and required in the US territory, they may also be available in JP, UK, and DE. 8.1. Conformance & Delivery • All captions will be conformed (synced) to the video delivered to Amazon by the provider . No extra transformations or additional QC is required by Amazon. • All Closed Captions will be delivered as a separate asset; embedded text within the video file or “Open Captions” are NOT accepted. o NOTE: If you have a specific need to have burned-in captions, please discuss with your TAM. • Caption delivery and required status for a specific title must be noted in the Avails. See Closed Caption information for more information on specifications and examples. • ALL caption files must be named using the current File Naming Convention . This includes frame rate and drop frame / non-drop time code of the caption file and Language Code / Locale. Failure to name files accurately and within specification can result in publishing delays, sync or drift issues or other negative customer impact. o For Example: titan_studios-Explosions_2012_a-Full_Caption2997DF_en-US .scc • Delivery will take place through existing pipelines currently used for content delivery.
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Amazon Instant Video Content Guide - v2.45 8.2. Caption Technical Specifications Below are details on the technical specifications of Closed Captions, including a summary chart. Consult the official companion file for complete AIV specs
8.2.1. Technical Details • Caption files should be named/labeled based on the time coding of the captioning process ; no extra transformation to match the mezzanine at AIV is required. AIV converts all caption files to milliseconds on the Amazon platform. • All Closed Captions files need to start at hour 0 / absolute zero in the video, rather than a 1 hour offset or other offset value related to the timecode of the video. • “Pop-On” caption style is preferred, though “Roll-Up” and “Paint-On” are accepted. Note: the animation, formatting, and timing may not be preserved on non-Pop-On styles. 8.2.2. File Formats In order of preference, here are the formats that are accepted for Closed Caption content:
1. SCC (Scenarist Closed Caption) with a .scc file extension. 2. SMPTE-TT ( RP-2052 ) with a .xml file extension. 3. DFXP Full / TTML (Timed Text Markup Language) with a .dfxp file extension.
8.2.3. Frame Rate and Drop, Non-Drop Here are the currently supported caption frame rates and genders. If there is a frame rate or gender combination that is not listed here, please notify the Amazon Technical Account Manager. 1. 23.98 2. 24 3. 25 4. 30 5. 29.97DF (Drop Frame) 6. 29.97NDF (Non-Drop Frame) 8.2.4. Language Code / Locale Caption deliveries must also include the IETF 5646 language code / locale of the content, as outlined in the File Naming Convention .
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Amazon Instant Video Content Guide - v2.45 9. Subtitles & Dubbing Movies and episodes that require localized subtitles or dubbing are required to have them burned in to the video file.
• For example, an English movie that requires subtitles for the Japanese market will need to have those subtitles burned in or embedded into the mezzanine. • At this time, a title that has a different subtitle requirement in each country will require a separate mezzanine to be delivered with the appropriately localized subtitle for each of those territories. • In the future, Amazon will ask for clean mezzanines to be delivered with separate subtitle files. Your Technical Account Manager will follow-up with more detail in the future. 9.1. Japan Standards • Dubbing – Children’s titles are typically the only content customers in the JP market expect to see dubbed • Subtitles – Movies and TV content that is not geared towards young children is expected to be subtitles
9.2. Germany Standards • Dubbing – Customers in Germany expect all content to be dubbed
10. File Naming Convention All assets (mezzanine, images, captions, subtitles and audio) must be named with a specific filename in order to ingest into our system correctly. Values in the filename must match exactly the values in our system from submitted metadata. Any mismatch in naming will cause delays in processing the asset. • Each filename part is separated with a - (hyphen); NOT an underscore or other punctuation. • NO SPACES are allowed in the file names. • Only Unique_ID is CaSe SENsiTiVE. • Note: In the examples provided, [] are used to separate the components and should NOT be included; they are for visualization and readability only. • While there is no required naming convention for metadata files, to help more easily track the submitted metadata for review and troubleshooting it will help greatly to name the file with some keywords relating to the provider’s organization and optionally some other identifying info. Some suggestions / examples: o STUDIO_NAME_UniqueID_Type.xxx o Partner_Alias – Title.xxx
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Amazon Instant Video Content Guide - v2.45 10.1. Parts of File Name There are six parts to an asset file name 10.1.1. Partner_Alias
[Partner_Alias ]-[Unique_ID] -[ContentType] -[AssetType] -[LanguageCode] -[Locale].xxx
• Amazon-defined value to identify the provider. • It is usually a translation of the Provider name into an “alias” similar to an email or username. Ex “Titan Studios” = “TITAN” • Used internally (only) for Amazon systems; not customer facing.
10.1.2. Unique_ID
[Partner_Alias] -[Unique_ID ]-[ContentType] -[AssetType] -[LanguageCode] -[Locale].xxx
• Ties all assets together – must be included on the mezz file, the image, the metadata, and the avails, or titles will not be processed • Provider-defined value for every title (Episode, Season, Series, Movie). Typically, providers use their own internal tracking number, provided it meets AIV specs. • Unique_ID must be unique within the provider catalog / Partner_Alias • Must match the value in the Metadata for the title. • Once the Unique_ID is set within AIV systems it CANNOT be changed. • Used internally (only) for Amazon systems; not customer facing. • 28 character MAX • Only letters, numbers, dashes and underscores; no spaces or symbols • CAsE SenSiTive 10.1.3. Content Type
[Partner_Alias] -[Unique_ID] -[Content Type ]-[AssetType] -[LanguageCode] -[Locale] .xxx
• ContentType = The type of content the asset is regarding o Full = Main title rather than the trailer or preview regardless of movie or TV. o Trailer = Relates to the trailer content for the main title. o
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Amazon Instant Video Content Guide - v2.45 10.1.4. Asset Type
[Partner_Alias] -[Unique_ID] -[ContentType ]-[AssetType ]-[LanguageCode] -[Locale] .xxx
• AssetType = Describes the type of asset being delivered o Mezz = Mezzanine video file o Image = Image file o Captionxxxx = Closed caption file including their specific Frame Rate and Gender of the caption file. See Closed Captions section for more details. o Subtitle = Subtitle file o Audio = Dubbed / Alternate Audio file
10.1.5. Language Code
[Partner_Alias] -[Unique_ID] -[ContentType ]-[AssetType] -[LanguageCode ]-[Locale] .xxx
• LanguageCode = Describes the native Language of the title, using the IETF 5646 standard, pairs with Locale to form the “Language-Region”. For example: o en -US: “en” is the language in this Language-Region pairing o fr -CA: “fr” is the language in this Language-Region pairing
10.1.6. Locale
[Partner_Alias] -[Unique_ID] -[ContentType ]-[AssetType] -[LanguageCode] -[Locale ].xxx
• Locale = Describes the region in which the language is spoken, using the IETF 5646 standard, pairs with LanguageCode to form the “Language- Region”. For example: o en-US : “US” is the country in this Language-Region pairing o fr-CA : “CA” is the country in this Language-Region pairing
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Amazon Instant Video Content Guide - v2.45 10.1.7. Other Information
[Partner_Alias] -[Unique_ID] -[ContentType ]-[AssetType] -[LanguageCode] -[Locale ]-[OtherInformation ].xxx
OtherInformation = Any extra information that does not correspond with the categories above. Needs to be added after the locale, with a hyphen separating the locale from the additional detail. • For example, the word “TEST” needs to be added as: [Partner_Alias]-[Unique_ID]-[ContentType]-[AssetType]-[LanguageCode]-[Locale]-TEST .xxx • Note that providers are not required to include additional detail, and you should consult your onboarding representative if you’re unsure whether or not this applies to you.
10.1.8. Extension Please check the relevant sections in this document for supported extensions / file types for each kind of asset; Metadata , Mezzanine (video) , Images , Closed Captions , Subtitles .
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Amazon Instant Video Content Guide - v2.45 10.2. File Name Examples For a provider named “Titan Studios” with the title labeled with a Unique ID of “ExplosionsMovie”:
ContentType AssetType Value File Description Example Filename Value Mezzanine SD mezzanine file for title Full Mezz_SD TITAN-ExplosionsMovie-Full-Mezz_SD -ja-JP.mpg HD mezzanine file for title Full Mezz_HD TITAN-ExplosionsMovie-Full-Mezz_HD -ja-JP.mpg
SD mezzanine file for trailer Trailer Mezz_SD TITAN-ExplosionsMovie-Trailer-Mezz_SD -ja-JP.mov
HD mezzanine file for trailer Trailer Mezz_HD TITAN-ExplosionsMovie-Trailer-Mezz_HD -ja-JP.mov
Image Main image for the title Full Image TITAN-ExplosionsMovie-Full-Image-ja-JP .jpg
Captions A caption created at 23.98 (23.976) frame rate Full Caption2398 TITAN-ExplosionsMovie-Full-Caption2398 -ja-JP.scc
A caption created at 24 frame rate Full Caption24 TITAN-ExplosionsMovie-Full-Caption24 -ja-JP.scc
A caption created at 25 frame rate Full Caption25 TITAN-ExplosionsMovie-Full-Caption25 -ja-JP.scc
A caption created at 30 frame rate Full Caption30 TITAN-ExplosionsMovie-Full-Caption30 -ja-JP.scc
A caption created at 29.97 drop-frame Full Caption2997DF TITAN-ExplosionsMovie-Full-Caption2997DF -ja-JP.scc
A caption created at 29.97 non-drop frame Full Caption2997NDF TITAN-ExplosionsMovie-Full-Caption2997NDF -ja-JP.scc
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Amazon Instant Video Content Guide - v2.45 11. Delivery Process This section covers the entire end-to-end process of delivery including overall flow and process, timing, delivery methods, and delivery deadlines. Here is a high-level view of what the workflow process for content submitted to AIV goes through, as well as some common things to keep in mind.
11.1. Delivery Methods
11.1.1. Aspera Aspera is a proprietary secure transfer protocol that is well adapted to transfer of large files: • Rapid transfer of large files, typically at least 10X faster than SFTP • More robust and fault-tolerant than SFTP Providers may use Aspera Shares or can contact Aspera directly to purchase a license for the Aspera Client (http://www.asperasoft.com ).
11.1.1.1. Getting Aspera Here are the steps to start using Aspera to deliver to Amazon: 1. To connect to the Amazon Aspera servers, providers must use the Aspera Client or server or Aspera Shares, not the web client (Aspera Connect) or the On-Demand Client for AWS 2. Provide Amazon with the IP address(es) of the hosts/servers from which files will be transferred so the connection can be whitelisted to Amazon’s Aspera servers 3. Amazon will send login credentials and connection information for the server once the account has been created
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Amazon Instant Video Content Guide - v2.45 11.2. Delivery Timing and Deadlines In order to ensure a title is available on its license start date, the following delivery deadlines are established to allow adequate planning and processing time through the AIV system. • All Dates are minimum times BEFORE License Start Date except where noted. We will always accept asset delivery prior to the deadline date • Please note that UK, DE, and JP do not currently support Day After Broadcast scheduling
11.3. Redelivery A key concept in Amazon Instant Video is that the provider can deliver and re-deliver metadata and assets at any time to correct errors, update metadata, update licensing information, resolve quality issues, etc. When metadata or an asset is in-spec and correctly sent to Amazon, those new values / assets will replace the existing ones and go directly to our customers.
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Amazon Instant Video Content Guide - v2.45 12. Appendix I – Complete Metadata List 12.1. Metadata Fields
12.1.1. Identification Information Partner Name, Unique ID and other identifying information to uniquely identify a title(s).
Name Example Description and Notes “Partner Name ” Customflix Provider / Partner Name used internally (only ) for Amazon systems, provided (required ) to you by Amazon and is the same for all Titles in your catalog. Field Specification XML field name =
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Amazon Instant Video Content Guide - v2.45 “Season Unique_ID” TV_Friends_S2 This is the Unique_ID for the Season and should be a unique value within (required ) your entire catalog. Field Specification XML field name =
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Amazon Instant Video Content Guide - v2.45 12.1.2. Title Specific Information Title level information such as synopsis, genre, rating, actors, etc. Please note that these fields do not necessarily reside within the
Name Example Description and Notes “Content Type” downloadable -feature -films Defines the Type of Content in Amazon systems; Movie or Television. (required ) Field Specification • Episode = downloadable-television-shows XML field name =
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Amazon Instant Video Content Guide - v2.45 16. Appendix V – Additional Filename Examples Below are filename examples for additional territories. 16.1. UK
ContentType AssetType Value File Description Example Filename Value Mezzanine SD mezzanine file for title Full Mezz_SD TITAN-ExplosionsMovie-Full-Mezz_SD -en-GB.mpg HD mezzanine file for title Full Mezz_HD TITAN-ExplosionsMovie-Full-Mezz_HD -en-GB.mpg
SD mezzanine file for trailer Trailer Mezz_SD TITAN-ExplosionsMovie-Trailer-Mezz_SD -en-GB.mov
HD mezzanine file for trailer Trailer Mezz_HD TITAN-ExplosionsMovie-Trailer-Mezz_HD -en-GB.mov
Image Main image for the title Full Image TITAN-ExplosionsMovie-Full-Image-en-GB .jpg
Captions A caption created at 23.98 (23.976) frame rate Full Caption2398 TITAN-ExplosionsMovie-Full-Caption2398 -en-GB.scc
A caption created at 24 frame rate Full Caption24 TITAN-ExplosionsMovie-Full-Caption24 -en-GB.scc
A caption created at 25 frame rate Full Caption25 TITAN-ExplosionsMovie-Full-Caption25 -en-GB.scc
A caption created at 30 frame rate Full Caption30 TITAN-ExplosionsMovie-Full-Caption30 -en-GB.scc
A caption created at 29.97 drop-frame Full Caption2997DF TITAN-ExplosionsMovie-Full-Caption2997DF -en-GB.scc
A caption created at 29.97 non-drop frame Full Caption2997NDF TITAN-ExplosionsMovie-Full-Caption2997NDF -en-GB.scc
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Amazon Instant Video Content Guide - v2.45 16.2. DE
ContentType AssetType Value File Description Example Filename Value Mezzanine SD mezzanine file for title Full Mezz_SD TITAN-ExplosionsMovie-Full-Mezz_SD -de-DE.mpg HD mezzanine file for title Full Mezz_HD TITAN-ExplosionsMovie-Full-Mezz_HD -de-DE.mpg
SD mezzanine file for trailer Trailer Mezz_SD TITAN-ExplosionsMovie-Trailer-Mezz_SD -de-DE.mov
HD mezzanine file for trailer Trailer Mezz_HD TITAN-ExplosionsMovie-Trailer-Mezz_HD -de-DE.mov
Image Main image for the title Full Image TITAN-ExplosionsMovie-Full-Image-de-DE .jpg
Captions A caption created at 23.98 (23.976) frame rate Full Caption2398 TITAN-ExplosionsMovie-Full-Caption2398 -de-DE.scc
A caption created at 24 frame rate Full Caption24 TITAN-ExplosionsMovie-Full-Caption24 -de-DE.scc
A caption created at 25 frame rate Full Caption25 TITAN-ExplosionsMovie-Full-Caption25 -de-DE.scc
A caption created at 30 frame rate Full Caption30 TITAN-ExplosionsMovie-Full-Caption30 -de-DE.scc
A caption created at 29.97 drop-frame Full Caption2997DF TITAN-ExplosionsMovie-Full-Caption2997DF -de-DE.scc
A caption created at 29.97 non-drop frame Full Caption2997NDF TITAN-ExplosionsMovie-Full-Caption2997NDF -de-DE.scc
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Amazon Instant Video Content Guide - v2.45 17. Appendix VI – Content Guide Notes 17.1. AIV Content Operations The AIV Content Operations team oversees all aspects of a title from avails to customers and all steps in between. Any issues with metadata, content, quality, rights or availability are handled by Content Operations. To contact Content Operations: • For U.S.-based providers delivering to the UK, DE, or JP, email [email protected] . • For U.K.-based and D.E.-based providers, email [email protected] . 17.2. Document Version History
Date Version Changes August 6, 2013 2.45 • Combined documentation for UK, DE, and JP • Added support for XML v1.2 spec • Added support for XLS metadata • Added support for Aspera Shares • Update and clarified the mezzanine specification February 28, 2013 2.44 • Correction to genre list • Additional support for Asset Manifest • Additional mezz details January 17, 2013 2.43 • Additional Japan-specific details added and corrected, including file name convention December 12, 2012 2.42 • Added Japan-specific details December 7, 2012 2.41 • Reworked file name, asset and caption sections. • Updated hyperlinks • Added tech spec reference for captions and subtitles September 5, 2012 2.2 • Updated Caption Spec to add specificity • Updated File Naming Convention for Captions • Updated error in SD H.264 mezz spec • Updated Image spec for corner badging updates July 2, 2012 2.1 • Document Created
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EXECUTION VERSION
SCHEDULE E-1
Terms of Use Amazonビデオ・オン・デマンド利用規約
Last Updated: [Date, 2013]
この利用規約は、お客様と、Amazon.com Int’l Sales, Inc.（Amazon.com Int’l Sales, Inc.と関連会社を総称して以下「アマゾン」という）との間の契約です。この利用規約 、Amazonビデオ・オン・デマンドサービスに関するすべての規則および規約（商品詳 細ページ、商品詳細ページからのリンク先、もしくは当該サービスに関するヘルプペー ジ等に記載された商品固有の規則または使用規定を含むが、これらに限られない）、A mazon.co.jpプライバシー規約、ならびにAmazon.co.jp利用規約（総称して以下「本利用 規約」という）をお読み下さい。お客様は、Amazonビデオ・オン・デマンドサービス において「今すぐ再生する」「購入する」「レンタルする」その他同様のボタンをクリ ックすることにより、本利用規約に同意したものとみなされます。
1. 本サービス
Amazonビデオ・オン・デマンドサービス（以下「本サービス」という）は、映画、テ レビ番組、スポーツイベント、ニュースイベントおよびその他のビデオコンテンツのデ ジタル版（総称して以下「本デジタルコンテンツ」という）ならびに本利用規約に定め る条件に基づくその他のサービスを提供するものです。本サービスでは、本デジタルコ ンテンツのストリーミング再生とダウンロード再生という２つの異なる方法で、お客様 による本デジタルコンテンツへのアクセスおよびその視聴が可能です。本サービスの商 品詳細ページに記載されているとおり、本デジタルコンテンツによっては、ストリーミ ング再生のみ、ダウンロード再生のみ、またはストリーミング再生とダウンロードの両 方が可能な場合があります。
2. 本適用端末
本サービ スから 本デジタ ルコ ン テン ツ を スト リ ームも し く はダウン ロ ード し 、 または本サービ ス上で本デジタ ル コ ン テン ツ を 視聴する ためには、 お客様のコ ン ピ ュ ータ やその他の端末のう ち 、 アマゾン が随時設定する システ ムおよび互換性要件を 充足する など、 本サービ スと 相互作用でき る 端末を 使用する必要があり ます（ そのよ う な 端末を 以下「 本適用端末」 と いう ） 。 本適用端末によっ ては、 本デジタ ルコ ン テンツ のスト リ ーム再生のみ、 ダ ウン ロ ード 再生のみ、 またはストリーミング再生とダウンロードの両方が可能な場合があり ます。アマゾンは、本適用端末の要件を随時変更する可能性があり、場合によっては、 ある端末が本適用端末に該当するか否か（本適用端末であり続けるか否か）は、当該端 末の製造者やその他第三者が提供または管理するソフトウェアやシステムに左右される
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EXECUTION VERSION
ことがあります。結果として、ある時点において本適用端末であった端末が、将来、本 適用端末でなくなる場合があります。
3. 本デジタルコンテンツ
a. 一般条件 本サービ スは、 お客様に対し て (i) 本デジタ ルコ ン テン デジタ ルコ ン テン ツ が永続的に視聴可能と なる セルによ る購入（ 以下「 購入コ ン テン ツ」 と いう ） 、 およ び (iii) 一定期間中無料ま いう ） へのアク セスと いう サービ スを 提供する 場合があり ます。 本デジタ ルコ ン テン ツは本サービ スにおいて、 レ ン タ ルコ ン テン ツ 、 購入コ ン テン ツ 、 無料コ ン テンツ 、 またはこ れら の組み合わせによ る 形態で提供さ れます 。 本サービ ス上の本デジタ ルコ ン テン ツ の商品詳細ページに、 本デジタ ルコ ン テンツ の本サービ ス上の提供形態 が表示さ れます。 アマゾン は、 随時本デジタ ルコ ン テン ツを 本サービ スへ追加または本サービ スから 削除、 およ び本サービ ス上の提供形態を 変更する 可能性があり ます。
b. 使用規則 お客様によ る本デジタ ルコ ンテン ツ の利用には、 Amazon ビデオ・ オン・ デマンド 使用規則（ 以下「 本使用規則」 と いう ） の規定が適用さ れます。 本使用規則は、 様々な種類の本デジタ ルコ ン テ ン ツ に応じ たお客様の視聴可能期間（ 以下当該本デジタ ルコ ン テン ツ の「 視聴可能期間」 と いう ） や、 本デジタ ルコ ン テン ツ の種類に応じ た、 ダウン ロ ード 、 スト リ ーム、 視聴が可能な本適用端末の数や種類の制限を 含む、 お客様が本デジタ ルコ ンテンツ を 利用する ために重要な情報を 提供し ます。
c. 本デジタ ルコ ンテン ツ の利用許諾 アマゾン は、 お客様が本デジタ ルコ ン テン ツを レ ン タ ル、 セルによ る 購入またはその他アク セスする ために適用 さ れる 料金（ 適用ある 税金を 含む） を 支払う こ と およびアマゾン が本デジタ ルコ ンテンツ または本サービ スにつ いて定める すべての規定を お客様が遵守するこ と を 条件と し て、 お客様に対し て、 お客様個人の非商用的 で私的な利用に限り、本デジタ ルコ ンテン ツ に適用さ れる 視聴可能期間中、 本使用規則に従い本デジタ ル コ ン テン ツ へアク セス、 それを 視聴、 利用およ び表示するための非独占的で、譲渡不能、サブライセ ンス不能な限定的な権利と利用許諾を付与します。本利用規約において、「非商用的で 私的な利用」とは、何らの料金や対価（本デジタルコンテンツを視聴するためにお客様 がアマゾンに支払う対価を除きます）を課すまたは受領することなく、かつ、お客様の 自宅または自宅以外の場所（ホテルの一室、オフィス、空港の待合場所など）である場 合はお客様とお客様が招待した個人のみに対する私的視聴のため、本デジタルコンテン ツを表示することを意味します。「非商用的で私的な利用」からは、本デジタルコンテ ンツを視聴するために何ら料金を課さない場合であっても、あらゆる公の場での表示（ 学校のラウンジでの表示など）や公共の宿泊設備その他商用施設（バーやレストランな ど）での表示が明示的に除外されます。視聴可能期間が限定された本デジタルコンテン ツ（レンタルコンテンツなど）のお客様による視聴や管理を単純化するため、アマゾン は、視聴可能期間終了後に本デジタルコンテンツをお客様の本適用端末から自動的に削 除する場合があります。お客様は、当該自動削除に同意するものとします。
d. セルによる 購入コ ンテン ツ の提供 購入コ ン テン ツは、 原則と し て、 お客様による 本サービ スから の提供形態に従っ たダウン ロ ード 再生やスト リ ー ミ ン グ再生が継続的に可能です。 但し 、 コ ンテン ツ 提供者によ る 使用許諾制限やその他の理由によ り 、 こ れら の 再生ができ なく なる 場合があり ます。 購入コ ン テン ツのダウン ロ ード 再生やスト リ ーミ ン グ再生ができ なく なっ
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EXECUTION VERSION
たと し ても 、 アマゾン はお客様に対し て責任を 負わないも のと し ます。 お客様は、 購入コ ン テン ツ が本サービ ス から ダウン ロ ード またはスト リ ーミ ン グ再生ができ なく なっ た場合にも 当該コ ン テン ツを 視聴でき る よう に、 購 入コ ン テン ツ を ダウン ロード が可能な本適用端末にダウンロ ード し 、 保存し ておく こ と ができ ます。
e. ダウンロードおよび損失のリスク お客様が購入またはレ ンタ ルし た本デジタ ルコ ン テンツ を ダウン ロ ード し よ う と し ている 場合には、 購入または レ ン タ ル後速やかに実施するこ と を 推奨し ます。 も し 、 アマゾン のオン ラ イ ン 上のヘルプ資料を 確認し ても なお 、 お客様がダウン ロ ード を 完了する こ と ができ ない場合、 アマゾン のカ スタ マーサービスにご連絡く ださ い。 お 客様が本デジタ ルコ ン テン ツを 購入またはレ ン タ ルし 、 アマゾン が当該本デジタ ルコ ンテン ツ を 提供し た後に、 お客様がダウンロ ード を 選択し た場合、 お客様はダウン ロード を 完了さ せる 責任およ びダウン ロ ード 後の本デジ タ ルコ ン テン ツの損失のリ スク を すべて負います。
f. スト リ ーミ ング 本デジタ ルコ ンテン ツ を スト リ ーミ ン グ再生する 際に、 お客様が視聴する本デジタ ルコ ン テン ツ の解像度およ び 画質は、 本デジタ ルコ ンテンツ を スト リ ーミ ン グ再生し ている 本適用端末の種類や、 処理能力（ お客様の視聴中 に変動する 可能性があり ます） を 含む、 様々な要素に依存し ます。 アマゾン が、 お客様に対し てスト リ ーミ ン グ 再生を 提供し ている 本デジタ ルコ ン テン ツ が中断その他処理能力の制限等の理由で適切に再生さ れていない可能 性がある と 検知し た場合、 アマゾン は、 お客様によ る再生が中断さ れないよ う にする ため、 スト リ ーミ ン グ再生 する本デジタ ルコ ン テンツ の解像度やフ ァ イ ルサイ ズを 縮小する 場合があり ます。 アマゾン は、 お客様に高画質 の視聴環境を 提供する べく 努力する 一方、 仮にお客様が高解像度（ H D ） のコ ン テン ツのために追加料金を 支払 っ ていた場合であっ ても 、 お客様がスト リ ーミ ン グ再生する 際の本デジタ ルコ ン テン ツの解像度や画質について は、 何ら 保証し ないも のと し ます。
g. 一般的制限 お客様は、 本利用規約にて許容さ れている 場合を 除き 、 本デジタ ルコ ン テン ツ を 譲渡、 複製または表示する こ と はでき ません。 また、 お客様は、 (i) 第三者に対しを 販売、 レ ン タて、 ル、 本デジタ 賃貸、 配布、ルコ ン テン ツ 放送、 サブラ イ セン ス、 も し く はその他本デジタ ルコ ン テン ツ についての権利を 第三者へ譲渡する こ と 、 (ii)本 デジタ ルコ ン テン ツ に付さ れた所有権通知も し く は表示を 削除する こ と 、 ( i i i ) 本サービスの一部と し て用いら れ ている あら ゆるデジタ ル権利管理システムを 無効化、 回避、 改変、 打破その他迂回するこ と を 試みる こ と 、 また は (iv) 本サービ スも し く は 4. ソフトウェア
a. 本ソフトウェアの使用 アマゾンは、お客様に対し、本サービスに関連してお客様が使用するソフトウェアを提 供する場合があります（以下「本ソフトウェア」という）。お客様による本ソフトウェ アの利用には、Amazon.co.jp利用規約の条件が適用されます。特定の第三者の本ソフト ウェアに適用される追加の条件については、こちらをご参照ください。
b. アマゾンへ提供さ れる 情報 本ソ フ ト ウェ アは、 アマゾンに、 お客様の本適用端末に関する 情報およ び本サービスと の相互作用に関する 情報 （ 端末の種類やお客様の本適用端末を お客様の本サービ スアカ ウン ト へリ ン ク するこ と を 可能と する 端末固有の 識別子など） を 提供する場合があり ます。 本ソ フ ト ウェ アはまた、 アマゾン に、 お客様がダウン ロ ード およ びス ト リ ーミ ン グ再生し た本デジタ ルコ ン テン ツに関する情報なら びにお客様によ る 本デジタ ルコ ン テン ツの利用に
-63- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
関する 情報（ お客様による 本デジタ ルコ ン テン ツ の視聴の有無、 視聴時間など、 アマゾン が本レ ン タ ルコ ン テン ツにおける視聴可能期間を 評価等する ために役立つ情報） を 提供する 場合があり ます。 アマゾン が取得する 情報 にはすべてwww.amazon.co.jp/privacyに掲載さ れたAmazon.co.jpプライバシー規約が適用さ れます 。 5. 日本国内限定
アマゾンのコンテンツ提供者からの制限により、アマゾンは現在、本サービスを日本国 内のお客様に対してのみ提供しています。日本国外のお客様は、本サービスを利用する ことができませんのでご了承ください。
6. レンタルおよびセルによる購入の返品不可
本デジタ ルコ ン テン ツ のレ ン タ ルおよ びセルによ る 購入はすべて確定的であり 、 本デジタ ルコ ン テン ツ の返品はでき ません。 7. その他の条件
a. 終了 本利用規約に基づくお客様の権利は、お客様が本利用規約の条件を遵守しない場合、ア マゾンからの通知なく自動的に解除されます。加えて、アマゾンはその裁量において、 通知および何らの料金の払い戻しなしに、直ちに本サービスへのお客様のアクセスを無 効とすることができます。その場合、お客様は、ダウンロード済みの本デジタルコンテ ンツをすべて削除しなければならず、アマゾンはお客様への通知なく、本サービスから 本デジタルコンテンツへのお客様のアクセスを自動的に中止する権利を有します。
b. 露骨なコンテンツ お客様は、 本サービ スの利用にあたり 、 不快、 下品または好まし く ないと 感じ ら れる コ ン テン ツ であっ て、 露骨な 言語等の特徴を 有し ている こ と が必ずし も 表示さ れていないコ ン テン ツ に接する 場合がある こ と を 理解し ます。 前記にも かかわら ず、 お客様は、 本サービ スを 自己単独のリ スク において利用する こ と に同意する こ と と し 、 アマゾ ン は不快、 下品または好まし く ないと 判断さ れる コ ン テン ツ に関し 、 一切責任を 負いません。 コ ン テン ツ の種類（ ジ ャ ン ル、 サブジャ ン ル、 カ テゴリ ー、 サブカ テゴリ ー等） およ びその説明は便宜上提供さ れる も のであり 、 お客様は 、 アマゾン がその正確性を 保証する も のではないこ と を 認識し 、 こ れに同意し ます。
c. 本サービ スの変更 アマゾンは、いつでも、お客様に何らの通知なくして、本サービスもしくはその一部を、 変更、停止または中止する権利を留保します。アマゾンは当該権利を行使した場合、お 客様による本デジタルコンテンツの利用に影響が出た場合でも、お客様に対して何ら責 任を負わないものとします。
-64- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
d. 改訂 アマゾンは、いつでも、本利用規約を改訂する権利を留保します。かかる改訂以降にお 客様が引き続き本サービスをご利用になった場合、お客様が当該改訂後の条件に同意さ れた証拠となります。
e. 第三者受益者 お客様が本サービ ス上でレ ンタ ル、 セルによる 購入または視聴する 本デジタ ルコ ンテンツ を 提供する コ ン テン ツ 提供者は、 本利用規約に基づく 第三者受益者にあたり ます。
f. 本利用規約または本サービスに起因してもしくは関連して生じた紛争や請求は、Amaz on.co.jp利用規約に定められた「免責事項」、「準拠法」および「紛争」ならびにその 他の規定が適用されます。お客様は、本利用規約への合意または本サービスの利用に より、これら条件に同意したものとみなされます。
g. 損害の制限 アマゾンのAmazon.co.jp利用規約に規定された「免責事項」を制限することなく、(i)い かなる場合も、本ソフトウェアのお客様による使用または使用不能により生じる、また はそれに関連する一切の損害につき、アマゾンまたはアマゾンの本ソフトウェア・ライ センサー がお客様に対して負う責任限度額は（人身傷害が関与する事例において適用ある法律に より要求される場合を除き）5000円を超えないものとし、(ii)いかなる場合も、本サー ビス、本デジタルコンテンツ、または本サービスに含まれる、もしくは本サービスを通 じてお客様に提供される情報、資料または商品のお客様による使用により生じる一切の 損害につき、アマゾンまたはアマゾンの本デジタルコンテンツ提 供者がお客様に対して負う責任限度額は、お客様の損害賠償請求に関連する本デジタル コンテンツを、お客様が購入、レンタルまたは視聴するために支払った金額を超えない ものとします。これら制限は、かかる救済がその本来の目的を達成するか否かにかかわ らず、適用されるものとします。
-65- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
SCHEDULE E-2
Conditions of Use
Amazon.co.jp 利用規約
更新日：2013/03/11
Amazon.co.jpへようこそ。Amazon.co.jp はAmazon.com Int'l Sales, Inc.の米国のトレードネームであり、Amazon.com Int'l Sales, Inc.は、その関連会社の許可のもとAmazon.co.jpを商標として使用しています。Amazon. co.jp、米国の法人である Amazon.com, Inc.およびその関連会社（以下総称して「アマゾン」という）は、以下の規約に基づい て、お客様にサービスを提供いたします。お客様が Amazon.co.jpを利用される場合、Amazon.co.jpで商品を購入される場合、アマゾンの商 品やサービスを利用される場合、アマゾンのモ バイルアプリ、またはこれらのサービスに伴ってアマゾンにより提供されるソフトウエ アを利用される場合（以下総称して「アマゾンサービス」という）、この 規約に同意されたものとされますので、本規約を注意深くお読みください。また、お客 様が現在、または将来のアマゾンサービスをご利用になる場合、 Amazon.co.jpと提携している会社にアクセス、またはその商品を購入される場合は、そ れらがAmazon.co.jpのサイトに含まれているか どうかにかかわらず、そのサービスまたは業務に適用されるガイドラインと規約にも従 うものとします。
• プライバシーについて • 電子的コミュニケーション • 著作権 • 商標 • 利用許可およびサイトへのアクセス • アカウント • レビュー、コメント、コミュニケーション、その他のコンテンツ • 知的財産権侵害に関する申し立て • 契約の成立 • 返品および返金 • 所有権の移転・商品の紛失リスク • 商品説明 • 商品の価格 • アマゾンソフトウェア条件 • 第三者による提供 • 免責事項
-66- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
• 準拠法 • 紛争 • サイトの運営方針、変更、可分性 • 当サイトの管理運営会社名および所在地 • 日本でのお問い合わせ先 • Amazon Kindle条件、保証、情報
プライバシーについて
プライバシー規約は、お客様がアマゾンサービスを利用される場合にも適用されます。 よくお読みになり、ご理解いただきますようお願いいたします。
電子的コミュニケーション
お客様がアマゾンサービスを利用する場合、または、Amazon.co.jp にEメールを送信するときは、お客様はAmazon.co.jp と電子的にコミュニケーションをとっていることになります。 お客様は、Amazon.co.jp から電子的な方法で連絡を受けることに同意するものとします。Amazon.co.jp からお客様へのご連絡は、Eメールまたは当サイトにお知らせを掲載する方法およびそ の他アマゾンサービスを通じて行う方法によることとします。お客様は、 全ての合意、お知らせ、情報開示その他のご連絡をAmazon.co.jp がお客様に電子的に行うことをもって、かかるご連絡を書面で行うことを求める法的要 請を充たしているものとすることに同意することとします。
著作権
アマゾンサービスを通じて提供されるすべてのコンテンツ（文字、グラフィック、ロゴ 、ボタンアイコン、画像、オーディオクリップ、デジタル形式でダ ウンロードされたもの、データに編集を加えたものなど）は、アマゾンまたはコンテン ツ提供者の財産であり、米国および日本の著作権法、および著作権に関す る国際法によって保護されています。アマゾンサービスを通じて提供されるすべてのコ ンテンツの編集物は、アマゾンの独占的な財産であり、米国および日本の 著作権法および著作権に関する国際法によって保護されています。アマゾンサービスを 通じて提供される情報および画像等の無断転載をお断りいたします。当サ イトの書籍のカタログデータベースの一部は「BOOK」データベース（著作権者：（株 ）トーハン、日本出版販売（株）、日外アソシエーツ（株）、（株）紀 伊国屋書店）、（株）音楽出版社、（株）オリコン、（株）ギャガ・コミュニケーショ ンズ各社からの使用許諾を得ています。
商標
"'A' コイン図形", "A (大根図形) ", "A (矢印図形) ", "A9 (図形) ", "エーナイン", "AJC Collection", "AMAPEDIA", "あまぞー", "AMAZON", "AMAZON (図形)", "アマゾン",
-67- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
"AMAZON ANYWHERE", "AMAZON ベーシック", "AMAZON CONNECT", "AMAZON EC2", "AMAZON エコストア", "AMAZONフラストレーション・フリー・パッケージ", "AMAZON HONOR SYSTEM (図形)", "AMAZON HONOR SYSTEM", "AMAZON MARKETPLACE", "AMAZONマーケットプレイス", "アマゾンマーケットプレイス", "AMAZON MP3 (図形)", "Amazon おまかせリンク”, "Amazon ポイント" , "AMAZONポイント (図形)", "AMAZON PRIME", "AMAZONプライム", "AMAZON SERVICES JAPAN", "AMAZON ショッピングカード", "AMAZON SILK", "AMAZON VINE", "AMAZON VINE 先取りプログラム", "AMAZON VPC", "AMAZON WEB SERVICES (図形)", "アマゾン ウェブ サービス", "AMAZON WIRE PODCAST (ヘッドフォン図形)", "AMAZON.CO.JP", "AMAZON.CO.JP (図形)", "AMAZON.CO.JP PRIME (図形)", "AMAZON.CO.JP.プライム (図形) ", "AMAZON.CO.JP カスタマーズ・チョイス", "AMAZON.CO.JP ショッピングカード (図形)", "AMAZON.COM", "AMAZON.COM （図形）", "アマゾン ドット コム", "AMAZONASSIST", "AMAZONBASICS (図形)", "AMAZONCROSSING", "AMAZONCROSSING (図形)", "AMAZONENCORE", "AMAZONENCORE (図形)", "AMAZONFRESH", "AMAZONFRESH (図形)", "AMAZONKINDLE (図形)", “KINDLE (図形)”, "AMAZON'S MOBILE SHOPPING CART （図形）", "AMAZONTOTE (図形)", "AMAZONWINDOW SHOP (図形)", "AND YOU'RE DONE", "APPLY & BUY", "アプライ・アンド・バイ", "Arrow logo (図形)", "ARTIFICIAL", "ASKVILLE", "ASSOCIATES CENTRAL", "ASTORE (図形)", "AUDIBLE", "BOP BASICS", "BOTTOM OF THE PAGE", "BUY ONCE", READ EVERYWHERE", "CERTIFIED FRUSTRATION- FREE PACKAGING (図形)", "地球最大の書店", "CLICKRIVER", "CLOUDFRONT", "CREATESPACE", "CRITICALMASSTICKETING", "DENALI", "DPREVIEW", "ディーピー・レビュー", "DPREVIEW SPLIT CIRCLES （図形）", "DROP SHIP CENTRAL", "EAMAZON", "EARTH'S BIGGEST", "EARTH'S BIGGEST BOOKSTORE", "ENDLESS (図形)", "e託販売サービス", "FBA", "FILMFINDERS", "FULFILLMENT BY AMAZON", "フルフィルメントBY AMAZON", "GOLD BOX", "IMDB", "INSTANT STORE", "インスタントストア", "JAVARI", "ジャバリ", "JAVARI.JP", "KINDLE", "KINDLE FIRE", “KINDLE PAPERWHITE”, “キンドル”, "くるくるウイジェット", "LISTMANIA", "LOOK INSIDE! (図形)", "MECHANICAL TURK", "[email protected]", "マーチャント@AMAZON.CO.JP", "MTURK", "MYHABIT", "なか見！検索", "NOWNOW", "PAYPHRASE", "PERSON UNDER TREE （図形）", "PINZON", "PRIME", "プライム", "PURCHASE CIRCLES", "QUESTVILLE", "SEARCH INSIDE THE BOOK", "SELLER CENTRAL", "SHARE THE LOVE", "SHELFARI", "SHOPBOP", "SNAPTELL", "SOUNDUNWOUND", "STANZA", "STRATHWOOD", "TEXTPAYME", "THING", "TOTE BAG （図形）", "VENDOR CENTRAL", "ベンダーセントラル", "WAREHOUSE DEALS", "ウェアハウスディールズ", "WHISPERNET", "WHISPERSHARE", "WHISPERSYNC", "WITHOUTABOX", "WOOT!", "WRAP YOUR HOLIDAY IN A SMILE", "ZAPPOS", "ZSHOPS"ならびにこのサイト上に表示されているその他の商標は、アマゾンの商標で あり、日本またはその他の国において登録されている場合がありま す。グラフィック、ロゴ、ページヘッダー、ボタンアイコン、スクリプト、サービス名
-68- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
は、アマゾンの商標またはトレードドレスです。アマゾンの商標およびト レードドレスは、お客様に混同を生ずるおそれのある方法や、アマゾンの名誉または信 用を傷つける方法で、アマゾンのものではない製品またはサービスに関し て用いることはできません。当サイト上に表示されている商標のうち、アマゾンが所有 していないすべての商標は、アマゾンと提携、関連、あるいは支援を受け ているか否かにかかわらず、それぞれの所有者の財産です。
利用許可およびサイトへのアクセス
本規約の遵守および該当する価格の支払いを条件とし、アマゾンまたはコンテンツ提供 者は、アマゾンサービスを限定的、非独占的、非商業的および個人 的に利用する権利をお客様に許諾します（譲渡およびサブライセンス不可）。この利用 許可には、アマゾンサービスまたはそのコンテンツの転売および商業目的 での利用、製品リスト、解説、価格などの収集と利用、アマゾンサービスまたはそのコ ンテンツの二次的利用、他社のために行うアカウント情報のダウンロード とコピー、データマイニング、ロボットなどのデータ収集・抽出ツールの使用は、一切 含まれません。本規約またはその他の規約にて明示的に許諾されていない 権利は全てアマゾンまたはそのライセンサー、供給者、出版者、権利保持者またはその 他のコンテンツ権利者が留保します。アマゾンサービスまたはそのいかな る部分も、アマゾンからの書面による明示的な承諾を得ていない限り、商業目的のため に、複製、複写、コピー、販売、再販、アクセス、その他の利用はできま せん。商標、ロゴ、およびアマゾンが有するその他の財産権的価値のある情報（画像、 文字、ページレイアウト、フォームを含む）は、書面による明示的な承諾 を得ていない限り、フレームにしたり、またはフレーム技術を使って取り込んだりする ことはできません。アマゾンサービスを不正に利用することは禁止されて おり、適用される法律に従ってのみ利用できます。本規約およびその他の利用規約に反 する使用をした場合、アマゾンが使用許諾した権利は終了します。
アカウント
アマゾンサービスをご利用になる場合、お客様のアカウントとパスワードの機密性を維 持し、コンピュータへのアクセスを制限する責任は、お客様にあり ます。また、ご自分のアカウントとパスワードを使って行われるすべてのことに対する 責任を認めることに同意するものとします。Amazon.co.jp は子供向けのアマゾンサービスも販売していますが、販売する相手は成人（20歳以上） のお客様に限られます。20歳未満のお客様は、親権者または後見人が 承諾する場合に限り、アマゾンサービスをご利用になれます。
アマゾンは、その裁量の下で予告なく、サービスの拒否、アカウントの停止、コンテン ツの削除と編集、ご注文のキャンセル、キャンペーンまたはプロモーション等の変更お よび停止を行う権利を留保します。
-69- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
レビュー、コメント、コミュニケーション、その他のコンテンツ
アマゾンサービスを利用されるお客様は、レビュー、コメント、写真その他のコンテン ツの投稿、提案、アイデア、コメント、質問、その他の情報の送信 を行うことができます。ただし、それらの内容が、法令に反するもの、猥褻なもの、脅 迫的なもの、名誉を毀損するもの、プライバシーを侵害するもの、知的財 産権を侵害するもの、第三者を誹謗中傷するもの、不快感を与えるもの、あるいは、ソ フトウェアウイルス、政治的主張、商業目的の勧誘、チェーンレター、 メールの大量送信やいわゆる「迷惑メール」を含むものは、この限りではありません。 虚偽のEメールアドレスの使用、他人または組織になりすますこと、カー ドまたはその他のコンテンツの出所について誤解を招く行為はしてはいけません。アマ ゾンは、そのようなコンテンツを削除または編集する権利（義務ではな い）を保有しますが、投稿されたコンテンツを定期的に確認しているわけではありませ ん。
お客様がコンテンツの投稿または素材の送信を行った場合、他の取り決めを当サイトが 明示していない限り、お客様は、アマゾンに対して、そのようなコ ンテンツを使用、複製、変更、翻案、公開、翻訳、二次著作物の作成、配布、あらゆる メディア形態で世界中に表示できる、非独占的な、無償の、永続的な、取 り消し不可能な、完全なサブライセンスを含む権利を許諾したものとみなします。お客 様は、アマゾンとサブライセンスを受けた者が希望すれば、それらに対し て、そのようなコンテンツに関連してお客様が送信された名前を使用する権利を許諾し たものとみなされます。お客様は、ご自分が投稿されたコンテンツに関す るすべての権利を保有または管理すること、そのコンテンツが正確であること、提供し たコンテンツの使用がこのポリシーに反しないものであり、いかなる他人 または組織をも傷つけるものではないこと、提供したコンテンツに起因するすべての請 求についてアマゾンに補償することを表明し、保証するものとします。ア マゾンは、いかなる行為またはコンテンツも監視し編集または削除する権利を保有しま すが、義務はありません。アマゾンは、お客様または第三者から投稿され たいかなるコンテンツに対しても、責任を負わず、義務が生じることもありません。
知的財産権侵害に関する申し立て
アマゾンは、他者の知的財産を尊重します。お客様の著作物が、著作権や知的財産の侵 害を構成するような方法で複写されたあるいは使用されたと判断された場合は、アマゾ ンの知的財産権侵害についての申立てとその手続きに従って申し立てください。
契約の成立
当サイトにて商品をご注文いただくと、ご注文の受領確認とご注文内容を記載した「ご 注文の確認」メールが当サイトから送信されます。お客様からのご 注文は、商品購入についての契約の申込となります。お客様が選択された商品の支払い
-70- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
方法および配送方法に拘わらず、Amazon.co.jp が販売する商品をご注文いただいた場合、当サイトから「ご注文の発送」メールがお客 様に送信されたときにお客様の契約申し込みは承諾され、契約が成立しま す。ただし、デジタルコンテンツのダウンロード商品については、ご注文の確認メール 、または予約注文の場合は予約商品のダウンロードが可能になった、もし くは可能になる旨をお知らせするメールがお客様に送信されたときにお客様の契約申し 込みは承諾され、契約が成立します。Amazon.co.jp 以外の売主が出品する商品については、商品が発送されたことをお知らせするメールを 当サイトからお送りする時点で、当該商品のご購入についての契約が成立 します。1つの注文にて複数の商品をまとめてご注文いただいた場合で、「ご注文の発 送」メールにおいて発送が確認されない商品については、当該「ご注文の 発送」メールにより成立する契約の対象に含まれません。
返品および返金
お客様からご返品の商品を受領しだい、担当部署にて順次返金処理を開始します。返品 受付係の返品処理状況によりましては、商品をご返品いただいてから返金処理が 完了するまでに、7~14営業日かかることがあります。処理が完了しだい、Eメールでお 知らせします。クレジットカードでお支払いの場合、クレジットカー ド会社の対応により更に時間がかかる場合もございます。なお、Amazon.co.jp からの返金額に対して利息は付されません。
所有権の移転・商品の紛失リスク
Amazon.co.jp で購入されたすべての商品（デジタルダウンロード商品以外）は、お客様が選択した支 払方法および配送方法に拘わらず、商品を配送業者に引き渡した時点で、 その商品に関する所有権はお客様に移ります。ただし、指定配送先に到着する前に、配 送業者の故意または過失により商品が紛失した場合には、当サイトが、当 該紛失について責任を負います。
商品説明
アマゾンは、できる限り正確性を保つように努めております。しかし、アマゾンは、商 品説明または当サイトのその他のコンテンツが、正確である、完全 である、信頼性がある、最新のものである、または誤りがないことを保証しません。A mazon.co.jp が販売した商品が説明どおりのものではない場合は、未使用の状態で返品してください 。当サイトは、商品説明が不正確であった場合のお客様への唯一の救済と して、返金するものとします。
-71- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
商品の価格
別段の記載が無い限り、当サイトにおける「参考価格」欄には、メーカー等が広く消費 者に告知している価格（商品パッケージやカタログ等への表記によ るもので一般にメーカー希望小売価格と呼ばれるもの）または広く小売業者に告知して いる価格（一般に参考小売価格等と呼ばれるもの）を表示しています。 「価格」欄には当サイトでの販売価格を表示しています。当サイトにおいてAmazon.co. jp 以外の売主が販売している商品についての「参考価格」は、その売主から提供された情 報である場合があります。
当サイトでは一般に、一つの商品について二種類の価格を表示し、その一方が取り消し 線つきで表示されている場合、取り消し線つきのものが「参考価格」であり、他方が「 価格」です。表示されている価格が一つしかない場合はそれが「価格」になります。
当サイトでは、正確な商品情報を表示するよう最善の努力をしています。万が一商品の 誤った価格または価格に関連する情報（ポイント付与数を含む）がサイト上に表示され ていた場合は、次のように価格調整をさせていただきます。
• 商品の正しい価格が、当サイトに表示されていた価格より低い場合は、その低い 方の価格で請求させていただきます。 • 商品の正しい価格が、当サイトに表示されていた価格より高い場合は、Amazon. co.jp の裁量により、発送前にお客様にご連絡しあらためて正しい価格をお知らせした 上で商品発送のご指示をお願いするか、または、ご注文をキャンセルさせていた だく旨をご連絡いたします。
上記のポリシーは、Amazon.co.jp が販売する商品にのみ提供されるものですのでご留意ください。当サイトに出品する第 三者は価格調整について異なるポリシーを採用する場合があります。
アマゾンソフトウェア条件
アマゾンサービスに関連してお客様のご利用のためにアマゾンが随時提供するソフトウ ェア（かかるソフトウェアのアップデートおよびアップグレード、 関連のドキュメンテーションを含み、以下「アマゾンソフトウェア」という）には、本 利用規約に記載するソフトウェア条件が適用されます。
アマゾンソフトウェアの使用 アマゾンソフトウェアは、アマゾンが提供するアマゾンサービスを利用しお楽しみいた だく目的に限り、本利用規 約により許可されることにより、ご利用いただけます。アマゾンソフトウェアの一部を お客様ご自身のプログラムに統合したり、その一部をお客様ご自身のプロ
-72- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
グラムと組み合わせて編集したり、他のサービスとの利用のために移転したり、アマゾ ンソフトウェアの売却、賃貸、貸与、配布、サブライセンス付与を行うこ とや、アマゾンソフトウェアに関する権利の全部または一部を譲渡することはできませ ん。いかなる違法な目的にも、アマゾンソフトウェアを使用することはで きません。アマゾンは、アマゾンソフトウェアの提供を中止する場合があり、アマゾン ソフトウェアを利用するお客様の権利をいつでも解除することができま す。お客様が本利用規約またはその他の条件を遵守されない場合には、アマゾンソフト ウェアを利用するお客様の権利はアマゾンからの通知なく自動的に解除さ れます。一定のアマゾンソフトウェアに含まれる、またはアマゾンソフトウェアととも に配布される、関連のドキュメンテーションにおいて特に指定される第三 者の追加条件がアマゾンソフトウェア（またはアマゾンソフトウェアに統合されたソフ トウェア）に適用される場合があり、第三者の条件が本利用規約と矛盾す る場合には、当該ソフトウェアの利用にはこれらの第三者の条件が適用されます。アマ ゾンサービスにて使用される一切のソフトウェアは、アマゾンまたはアマ ゾンへのソフトウェア供給者の財産であり、米国および日本の著作権法、および著作権 に関する国際法により保護されます。
第三者サービスの利用 お客様がアマゾンソフトウェアをご利用になる場合は、無線通信事業者や携帯プラット フォーム提供者などの第三者の サービスもご利用になる場合があります。お客様によるこれらの第三者サービスのご利 用は、これらの第三者の別途規約、利用条件および料金の対象となる場合 があります。
リバースエンジニアリングの禁止 お客様は、アマゾンソフトウェアに関して、その全部または一部を問わず、複写、修正 、リバースエンジニア リング、逆コンパイル、逆アセンブル、その他改ざんをしたり、アマゾンソフトウェア の派生作品の作成をしないものとし、第三者がこれらを行うことを奨励、 支援または許可しないものとします。
アップデート アマゾンでは、アマゾンソフトウェアを最新の状態に保つために、お客様への通知なく 適宜、自動または手動のアップデートを提供する場合があります。
輸出規制 お客様は、アマゾンソフトウェアに適用されるものである輸出および再輸出に関する一 切の適用ある規制および規則を遵守されるものとします。
-73- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
第三者による提供
当サイトでは、アマゾン以外の第三者も、店舗の経営、サービスの提供、商品の販売、 広告の掲載を行う場合があり、また提携会社その他の一部の会社の サイトにリンクすることがあります。アマゾンは、そのような企業または個人の商品等 または、Webサイトのコンテンツの検査、評価、保証はいたしません。 アマゾンは、そのような企業または個人、第三者の行為、商品、コンテンツに対し、い かなる責任も負わず、義務が生じることもありません。各社のプライバ シーに関する文書と利用規約を注意深くお読みになることをお勧めします。
免責事項
別途書面による規定がない限り、アマゾンサービスならびに、アマゾンサービスおよび 当サイトを通じてお客様が利用できる全ての情報、コンテンツ、素 材、商品（ソフトウェアを含みます）およびその他のサービスは、アマゾンが「現状有 姿」および「提供可能な限度」で提供します。アマゾンは、別途書面によ る規定がない限りアマゾンサービスの運営、または当サイトまたはアマゾンサービスに 掲載されている情報、コンテンツ、素材、商品に関し、明示的であるか黙 示的であるかにかかわらず、いかなる種類の表明も保証もいたしません。お客様は、ご 自分の責任で当サイトおよびアマゾンサービスをご利用になることに明示 的に同意されたものとみなされます。
アマゾンは、適用される法律によって認められる限り、商品性および特定の目的に対す る適合性の黙示的な保証を含みこれに限定されない保証を、明示的 であるか黙示的であるかにかかわらず、一切いたしません。アマゾンは、アマゾンサー ビス、情報、コンテンツ、材料、商品（ソフトウェアを含む）、アマゾン サービスその他のサービスに含まれるあるいは提供されるサービス、サーバー、アマゾ ンから送信されたEメールが、ウイルス、またはその他の有害な要素に感 染していないことを保証いたしません。アマゾンは、直接的、間接的、付随的、懲罰的 、必然的な損害を含みこれに限定されない、アマゾンサービスの使用から 生じるいかなる種類の損害に対しても責任を負うものではありません。アマゾンサービ スを通じてお客様に販売した商品によりお客様に生じた人的又は物的な損 失又は損害については、アマゾンに過失がある場合に限り、お客様が購入された商品の 価額を限度として責任を負うものとします。
ただし、管轄区域の法律によっては、黙示的な保証、ある種の損害の例外または制限を 認めていません。そのような法律が適用される場合は、上記の免責事項、例外、制限の 全部または一部が適用されず、お客様は追加的な権利を有することがあります。
準拠法
Amazon.co.jp をご利用いただいた場合、日本国内法が、法の抵触の原則にかかわらず、この利用規約
-74- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
、およびお客様とアマゾンまたはその関連会社との間に起きる可能性のあるあらゆる種 類の紛争について、これを規制することに同意していただいたものとします。
紛争
Amazon.co.jp へのアクセス、またはAmazon.co.jp を通じた商品やサービスのご購入に関連する紛争に関してはすべて、法律で認められる 管轄裁判所に加え、東京地方裁判所を付加的合意管轄裁判所として指定し ます。ただし、事業者のお客様に関しては、東京地方裁判所を専属的合意管轄裁判所と して指定します。
サイトの運営方針、変更、可分性
当サイトに掲載されている、価格などについての当サイトの運営方針をよくお読みくだ さい。これらの方針は、お客様のAmazon.co.jp のご利用も規制します。Amazon.co.jp は、当サイト、方針、利用規約をいつでも変更できる権利を保有します。この規約の一 部が不正または無効である、何らかの理由で施行できない場合は、その規 約は可分であるとみなされ、それ以外の規約の有効性および拘束力に影響を及ぼすこと はありません。
当サイトの管理運営会社名および所在地 www.amazon.co.jpをURLとする当サイトは、Amazon.com Int’l Sales, Inc.およびAmazon Services International, Inc. が共同で管理運営を行っております。
Amazon.com Int'l Sales, Inc. 410 Terry Avenue North, Seattle, WA 98109-5210 USA
Amazon Services International, Inc. 410 Terry Avenue North, Seattle, WA 98109-5210 USA
日本でのお問い合わせ先
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-75- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
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Amazon Kindle条件、保証、情報
Amazon Kindleに関する利用規約、保証、通知および重要なポリシーについては、以下のリンク にアクセスしてご確認ください。
AMAZON KINDLEストア利用規約
Amazon Kindle（端末）利用規約
Kindle 利用規約
Kindle 1年間限定保証
-76- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx DocuSign Envelope ID: 6916F766-D883-4FEC-B744-72F0360F381C
EXECUTION VERSION
SCHEDULE F
Reports
Data Column Header Element Name Description
Service Name of Service
Reporting Period Include specific start and end dates of reporting period for the Sales Report Transaction Date Date of ODRL and/or VOD buy - format (YYYY-MM-DD) Included Program Name of Included Program sold
Included Program ID Included Program Identifier – preferred method is UPC or EAN number EIDER ID EIDER ID # (optional) (optional) Amazon Unique Amazon unique Included Program ID (optional) Included Program ID (optional) Transaction VOD or ODRL Description Units Sold / Returns Sales by title – units sold Returns by title – units returned Type of Content File SD or HD units sold by title (Resolution) Subterritory Country of purchase Retail Price Charged Per unit retail price charged to Customer in local currency
VOD Licensor Share VOD Licensor Share per purchase as a percentage VOD Deemed Price VOD Deemed Price per purchase in local currency
Distributor Price Distributor Price per purchase in local currency
Amount payable to Distributor Price or VOD License Fee (as applicable) CDD
-77- CDD-Amazon Japan ODRL VOD Agreement v.5 (2013-11-01) (final) lk.docx