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Schedule SCHEDULE " " CONTENT PROTECTION REQUIREMENTS (FOR AVOD TO OTT Devices) In addition to any security and content protection requirements set forth elsewhere in the Media Distribution Agreement, Licensee shall comply, and shall cause require the Authorized Third Parties to comply, with each of the requirements set forth in this Schedule. [Note to Crackle: The Authorized Third Parties will likely be your CDN unless there are others who are delivering content to the user for you. Because we don’t have privity with the CDN, we need you to push the requirements down to the CDN and be responsible for their compliance. In terms of the grace period, we are willing to give a grace period on the migration from RTMPe at least for this content. We were a bit surprised that you asked for a grace period on all the CP requirements – we have limited the grace period to the migration from RTMPe.] [Sony: We need to discuss further.] Capitalized terms used herein but not otherwise defined in this Schedule shall have the meanings, if any, given to them in the Media Distribution Agreement. The term “Licensed Program” as used herein shall mean any Episode of the Series. [Note to Crackle: Our intention is to use the definition of Distribution Channels in this CP Schedule and to conform the Media Distribution Agreement by deleting the “any device” definition in the Media Distribution Agreement. Per our last CP discussion, the Distribution Channels are the distribution that we are licensing for the Fox content and this distribution is defined by types of devices as defined in this CP Schedule. We have stretched on those device categories and believe we have given you lots of room to grow.] The terms of this Schedule are non-precedential and non-prejudicial with respect to any future Media Distribution Agreement between the parties. A. MASTERS, RIGHT TO INSPECT: 1. Licensee and the Authorized Third Parties shall employ security systems and procedures that are designed to effectively prevent the theft, pirating and unauthorized access to, exhibition, distribution, use and duplication of any Master (or sub-Master) of any Licensed Program and any other materials supplied by Fox. Such systems shall be no less protective than those used for any other content exhibited on the Program Service. When stored, all Licensed Programs shall be encrypted and stored only on password-protected servers located in secure, controlled-access facilities owned or controlled by Licensee or an Authorized Third Party and located in the Territory. In addition, all transmissions of the Licensed Programs shall be encrypted. 2. Upon reasonable notice (no less than 30 days prior written notice) and no more than once per calendar year, Fox shall have the right to engage an independent third party (chosen by Fox but subject to Licensee’s approval, which shall not be unreasonably withheld) to visit, inspect and review the facilities and security systems and procedures of Licensee. Licensee shall use commercially reasonable efforts to cause Licensee’s Authorized Vendors to submit to the foregoing inspection. Such inspection shall be conducted during normal business hours and in a manner designed to not unreasonably interfere with Licensee’s or, if applicable, the Authorized Vendor’s ordinary business operations. The results of any such inspection and any confidential information obtained in the course of such Crackle Draft CP Schedule – 11-29-11 AVOD to OTT Devices Subject to review by Fox Senior Management Fox Confidential -1- inspection, such as the details regarding any Security Breach, shall constitute “Confidential Information” under the Media Distribution Agreement. In addition, Licensee shall promptly notify Fox of any material change in any of these systems and procedures. [Note to Crackle: We accepted your changes] B. TERMS OF USE: 1. All “Terms of Use” and similar statements on www.crackle.comAuthorized Websites and as otherwise displayed or distributed to end users shall state terms that are substantially similar to the following: (i) a user shall be granted no more than a non-exclusive, non-transferable, limited license to view the Licensed Programs for such user’s personal, non-commercial viewing and no other use is permitted; (ii) except for the foregoing limited license, no right, title or interest in any Licensed Program shall be deemed transferred to any user, and there shall be only a limited license and not a sale with respect to any Licensed Program; (iii) the user shall be prohibited from circumventing, removing, deactivating, altering or degrading any of the content protections in the Program Service, Authorized Application, Authorized Websites, Security Solutions or Permitted Devices; and (iv) any material violation of the limited license or anti-circumvention provisions above may result in termination of the user’s use of the Licensed Programs. [Note to Crackle: All of the websites with Fox content should have these minimum terms to protect the copyright. However, we understand your concern about enforcement and have modified B2 below] 2. Enforcement: With respect to crackle.com, Licensee shall use commercially reasonable efforts to administer compliance with the Terms of Use and shall take reasonable actions (as determined by Licensee) against any user who violates the Terms of Use, which actions may include terminating or restricting a user’s use of the Program Service and/or initiating legal action. Notwithstanding the foregoing, Fox reserves all of its rights and remedies under law and in equity against all users and all other parties who infringe or violate Fox’s rights with respect to the Licensed Programs. C. PERMITTED DEVICES: 1. “Permitted Devices” means Personal Computers, CE Streaming Devices, Mobile Devices and Additional Devices. All Permitted Devices that receive a transmission of any Licensed Program shall comply with the applicable requirements in this Schedule. Fox shall have the right upon thirty (30) days prior written notice (including by email notice) to Licensee, to de-authorize, for any material security or content protection reason, any particular Permitted Device with respect to Standard Definition exhibition and/or High Definition exhibition (as applicable) and any such device shall no longer be authorized with respect to the delivery of Licensed Programs in Standard Definition and/or High Definition, as specified by Fox. 2. “Additional Device” means an additional device that is authorized by Fox in writing (including by email) to receive the Licensed Programs, which authorization shall not be unreasonably withheld. If (a) Licensee requests to Fox in writing that an additional device be authorized by Fox, (b) Licensee provides sufficient detail regarding such device, and (c) Fox does not respond within 15 days after Fox’s receipt of such request, Crackle Draft CP Schedule – 11-29-11 AVOD to OTT Devices Subject to review by Fox Senior Management Fox Confidential -2- then such additional device shall be deemed authorized hereunder provided that it complies with the applicable requirements in this Schedule. [Note to Crackle: We accepted your change] 3. “CE Streaming Device” means a hardware device that complies with all of the following: (a) is (i) a Game Console, (ii) an internet-connected television, or (iii) an internet-connected Blu-ray disc player that is compliant with the applicable specifications and requirements of the Blu-ray Disc Association, (b) complies with the Integrity Security Requirements, and (c) supports the applicable Security Solution and has an embedded Authorized Application. The term “CE Streaming Device” excludes any portable device, handheld device, tablet, iOS device (e.g. iPad), phone, cellular or mobile device, digital media adapter, set-top box, personal computer and any other Permitted Device. Upon Fox’s request (not to exceed one time per calendar quarter), Licensee shall provide Fox with a list of all CE Streaming Devices (by maker/model) on which the Licensed Programs are then available. [Note to Crackle: In response to Spencer’s note, the STB has an embedded or installed app.][Sony: We need to discuss further.] 4. “Game Console” means (a) Microsoft’s Xbox 360 game console, (b) Sony’s PLAYSTATION®3 game console or (c) Nintendo Wii game console. 5. “Set-Top Box” means (a) the standalone Roku-branded internet-connected set- top box that does not have any integrated cable, IPTV or satellite receiver functionality, (b) the DLink Boxee Box, (c) Western Digital WD TV Live Hub or (d) the Google TV where the Google TV implementation is not covered as a CE Streaming Device, provided that with respect to (a), (b), (c) and (d) above only if such devices: (i) support the applicable Security Solution and have an Authorized Application embedded or installed, (ii) have technological protections designed to prevent unauthorized firmware or software from interacting with the Licensed Programs, (iii) are not designed to provide and do not generally provide access to unlawful (i.e. infringing) content or unlawful distribution of content (including by hosting, embedding, linking, streaming, framing or any other means), except that the Boxee Box and the Google TV may have a standard open internet browser, (iv) do not support BitTorrent or other P2P applications or other applications that are designed to facilitate unlawful distribution of content or access to unlawful content, and (v) to the extent that it is technically possible, promptly force upgrades to eliminate hacks which facilitate unlawful distribution of content or access to unlawful content. For the avoidance of doubt, it is acknowledged that Google TV supports the Android Marketplace and Fox agrees that Licensee has neither the ability to control nor determine what applications have been or will be installed on any specific unit of a Google TV. [Note to Crackle: We did some clean-up (i.e., I have been told that the term of art for infringing content is “unlawful” rather than “illegal” content) and otherwise accepted your changes.] 6.
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