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Apple TV EST Agreement 03-21-07.Pdf

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Apple TV EST Agreement 03-21-07.Pdf iTunes Store c/o Apple Inc. 1 Infinite Loop, M/S: 3-ITMS Cupertino, CA 95014 Senior Management: Royalties: Eddy Cue, VP, iTunes [email protected] [email protected] (512) 674-2456 (408) 974-3484 Legal/Business Affairs: Content Operations, Production & Kevin Saul, Associate General Design: Counsel Robert Kondrk, Director Design [email protected] and Production (408) 974-8849 direct dial [email protected] (408) 253-0186 fax (408) 974-6840 Matt Railo, Senior Counsel Music Programming, iTunes Radio, [email protected] Store Promotions: (408) 974-3504 direct dial Alex Luke, Director of Music (408) 974-9105 fax Programming & Label Relations [email protected] Matt Burrows, Senior Counsel (408) 974-0805 [email protected] (408) 974-1588 direct dial Marketing & Promotions: (408) 974-9105 fax Matt Fischer, Sr. Music Mktg. Mgr. Contract Administration: [email protected] Lorrie Bossie, Contract Administrator (408) 974-0828 [email protected] (408) 974-3675 direct dial Technical: (408) 974-9105 fax Brian Larson, [email protected], (408) 974-9016 Sony Pictures Television Inc. 2 Apple Inc. Rev. 3-20-07 CONFIDENTIAL DIGITAL VIDEO DOWNLOAD DISTRIBUTION AGREEMENT This Agreement (as hereinafter defined) is by and between Apple Inc. ("APPLE"), having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, and Sony Pictures Television Inc. (“SPT”), having its principal place of business 10202 W. Washington Bl., Culver City, California 90232, and is entered into as of the date this Agreement set forth below and is effective once signed by both APPLE and SPT (the "Effective Date"). WHEREAS, APPLE desires to distribute downloads of certain Videos (as hereinafter defined) and other audio-visual content made available by SPT hereunder; and WHEREAS, SPT is willing to allow the distribution of Video downloads of certain such audio-visual content, as set forth herein. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, APPLE and SPT (collectively the "Parties") hereby agree as follows: 1. Definitions. All capitalized terms used herein and not otherwise defined in this Agreement shall have the following meanings: (a) “Agreement” means this Agreement the Content File (including, without and the exhibits expressly attached hereto limitation, in any metadata) by SPT during and made a part hereof. In the event of any which Programs provided by SPT are conflict between the provisions set forth in available to APPLE for distribution through the main body of this Agreement and any the Online Store, commencing on an initial exhibit, the conflicting provisions set forth availability date specified therein by SPT in the applicable exhibit shall control. and ending on the date set therein by SPT, unless earlier suspended and/or withdrawn (b) "Artwork" means any artwork by SPT pursuant to Section 6(d) of this relating to SPT Content that SPT owns, Agreement. Notwithstanding the foregoing, controls or is authorized to distribute for use once APPLE accepts and distributes a or exploitation and makes available to Apple Program which is part of a current broadcast in accordance with this Agreement. series, then SPT shall make each episode of such series available for distribution (c) “Authorized Version” of a Program hereunder for an Availability Period that shall mean the version made available by extends at least through the end of the then- SPT to APPLE in SPT’s sole discretion. current broadcast season, unless earlier suspended and/or withdrawn by SPT (d) “Availability Period” means the time pursuant to Section 6(d). period set by and provided in writing or in Sony Pictures Television Inc. 3 Apple Inc. Rev. 3-20-07 (e) "Content File" means a digital file (j) “Digital Delivery Home containing SPT Content, Artwork (if any), Entertainment” shall mean that mode of parental advisory notices (if any), copyright home video distribution in which an notices (if any), and associated metadata that electronic digital file embodying a program the Parties mutually agree upon in writing, is delivered to a customer pursuant to an or which SPT or its designees delivers to authorized transaction whereby such APPLE hereunder. customer is authorized to retain such program for playback an unlimited number (f) "Content Usage Rules" means the of times. usage rules applicable to audio-visual works in the form of Videos available on the (k) “Download” means the delivery of a Online Store that specify the terms under download to a Customer’s Transfer Device which a Video may be used, as set forth in over the Internet using technology currently Exhibit A attached hereto and made a part known as Internet Protocol in exchange for hereof by this reference, and which may be the Customer Price and the grant of right to modified by APPLE, from time to time, use Programs set forth herein. “Download” subject to prior written approval by SPT shall not include, without SPT’s prior (which approval may be given, withheld or written approval, any means of viral delayed in SPT’s sole discretion). distribution or the delivery of SPT Content by means of “push download” (download (g) “Customer” shall mean a registered first initiated by APPLE rather than user of the Online Store authorized by Customer). “Download” may include “pre- APPLE to receive, decrypt and play a ordering” (download requested by the Program from the Online Store in Customer prior to the Availability Date of a accordance with the terms and conditions Program) of an encrypted file by a Customer hereof. in anticipation of a Customer Transaction, provided that such file cannot be delivered, (h) “Customer Transaction” shall mean decrypted and/or otherwise viewed prior to each instance in which a Customer is (i) the Availability Date for such Program authorized by APPLE to receive, decrypt and (ii) the completion of a Customer and play a copy of a Program from the Transaction in respect thereof. Online Store. (l) "Format" means the digital format (i) "Device" means any digital player for audio and video content set forth in device or cellular phone (excluding use of Exhibit C attached hereto and made a part the over-the-air cellular network) employing hereof by this reference. the Security Solution that is capable of receiving audio-visual files from a Transfer (m) "Fulfillment Activities" means Device through a direct physical connection APPLE’s activities relating to its or nearby wireless connection (e.g., solely distribution and delivery of Videos, within the user’s home or over a single Artwork, Clips, trailers or other items local-area network in accordance with the provided by SPT to Customers pursuant to requirements set forth in Exhibit A), for the terms and conditions of this Agreement. playback of such audio-visual files, but that does not allow the transfer of such audio- (n) “Internet” shall mean the public, free visual files with the keys necessary for to the consumer (other than a common playback, unless such Device is acting as a carrier/ISP access charge) network of Transfer Device. interconnected networks (including, without Sony Pictures Television Inc. 4 Apple Inc. Rev. 3-20-07 limitation, the so-called Internet, Internet2 Program season, as mutually agreed to by and World Wide Web), each using the Parties in writing. technology which is currently known as Internet Protocol (“IP”). Subject to the (u) "Security Solution" means the foregoing, Internet shall not include any APPLE proprietary content protection cellular network (except as a means to system, marketed as Fairplay, in effect as of access the Internet) or private, closed, the Effective Date, as modified and updated, intranet or private, closed distribution from time to time, during the Term, intended network. to reasonably protect Videos distributed via the Online Store pursuant to this Agreement, (o) “Licensed Language” for a Program which content protection system performs, shall mean its original language or, if its at a minimum, the operations and functions original language is not English, the original described in Exhibit H attached hereto and language dubbed or subtitled in English. made a part hereof by this reference and shall, at all times during the Term (i) be no (p) “Multi-Pass” shall mean a series of less protective than, and the same as, the Programs, as mutually agreed to by the protection system used to protect any similar Parties in writing. third party audio-visual content from similar third parties, on the Online Store, and (ii) (q) "Online Store" means the electronic offer a level of protection not less than the store which is currently marketed as the level of protection afforded by Fairplay as of “iTunes Store,” or as may otherwise be the Effective Date. APPLE may modify the uniformly and consistently branded by Security Solution, from time to time, subject APPLE from time to time as the case may to prior written approval by SPT (which be, and wholly-owned, operated and SPT approval may be given, unreasonably controlled by APPLE. The Online Store withheld, delayed or conditioned in SPT’s shall not be supported by advertising sole discretion before a modification to the revenue if such revenue is directly Security Solution may be applied to SPT attributable to SPT Content without written Content), except that approval may be given consent from SPT. subsequently to implementation by SPT in the case of modifications intended to cure a (r) “Personal Use” means the personal, compromise to the Security Solution. private viewing of a program and shall not include non-theatrical exhibition or any (v) "SPT Content" means the audio- other viewing or exhibition for which (or in visual files of Programs made available by a venue in which) an admission, access or SPT to APPLE for distribution pursuant to viewing fee is charged, or any public this Agreement, as more particularly exhibition.
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