This “Agreement”
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DocuSign Envelope ID: 4DB91338-FE73-4B05-9683-E298AC6B2E8B EXECUTION VERSION ODRL AND VOD DISTRIBUTION AGREEMENT This ODRL AND VOD DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 7, 2014, 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 EU S.à.r.l., with an address at 5 rue Plaetis, Luxembourg L-2338 (“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; provided, however, that no such withdrawal shall be effective unless and until CDD has given CDD-Amazon Europe ODRL VOD Agreement v.8 (2014-01-07) (final) lk.docx -1- DocuSign Envelope ID: 4DB91338-FE73-4B05-9683-E298AC6B2E8B EXECUTION VERSION 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 applicable 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 DRM subject to the content protection/license settings specifications and obligations set forth in CDD-Amazon Europe ODRL VOD Agreement v.8 (2014-01-07) (final) lk.docx -2- DocuSign Envelope ID: 4DB91338-FE73-4B05-9683-E298AC6B2E8B EXECUTION VERSION 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 applicable 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.