SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENT THIS SUBSCRIPTION VIDEO-ON-DEMAND LICENSE AGREEMENT (this “Agreement”), dated as of August 4, 2010June __, 2011 (“Effective Date”), is entered into by and between Sony Pictures Television Canada, a division of Columbia Pictures Industries, Inc. [CPT Holdings, Inc.] (“Licensor”) and Netflix, Inc. (“Licensee”). 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 “Applications” shall mean web applications created by developers using Application Programming Interfaces (commonly known as APIs) released by Licensee, which web applications will enable Registered Users and other users, as applicable, to, for example, access Licensee’s website; add or remove a movie from a Registered User’s “queue”; or receive and watch, via Approved Delivery, a trailer, Promotional Preview or Included Program. For the avoidance of doubt, the playback of Included Programs through the use of Applications shall be available to Registered Users only and will be hosted and authenticated by the SVOD Service, subject to the terms and conditions of this Agreement (including, without limitation, the Usage Rules) and, except for Netflix-Branded Playback Applications, shall require the launch of a separate web-browser window or similar user experience (i.e., the launch of a new playback window or web page) in which the Included Program will be playable. 1.2 “Approved Delivery” shall mean the streaming delivery of an encrypted digital electronic file over the public, global network of interconnected networks known as the Internet or “Worldwide Web”, using technology which is currently known as Internet Protocol, solely to an IP-addressable device. In no event shall “Approved Delivery” include downloading; provided that the limited buffering or caching of a temporary file that is inaccessible after initial viewing shall not be deemed downloading in violation of the requirements for “Approved Delivery.” For purposes of clarification, “Approved Delivery” shall include without limitation streaming delivery over the public Internet accessed (i) through the use of Blu-ray discs or other optical media that contain certain client software (excluding any Blu-ray discs or other optical media that contain pre-recorded long-form audiovisual content) that will initiate and authenticate (by utilizing the disc or optical media in an Approved Device) the transmission of data via IP (e.g., “BD-Live” technology) from the SVOD Service; [(ii) through any private, closed or walled-garden IP networks (but in no event through any closed and proprietary cellular audio- visual content service or through any closed and proprietary satellite, cable or fiber optic video distribution service)]; and (iii) through the use of Applications. [What is the bracketed language intended to cover?] 1.3 “Approved Device” shall mean a Software Device or Hardware Device (i) designed to directly receive audio-visual programming and a decryption key via Approved Delivery and output such programming for exhibition on its associated video monitor and (ii) capable of enforcing (a) the security and content protection specifications set forth on Schedule B attached hereto or such other specifications reasonably agreed to by the parties and (b) the usage rules set forth on Schedule D attached hereto. 1.4 “Approved Format” shall mean a digital electronic media file compressed and encoded for secure transmission (a) in a Content Protection System and resolution in accordance with the specifications set forth in Schedule B attached hereto or (b) such other format as Licensor may approve in Licensor’s sole discretion. 1.5 “Avail Term” shall have the meaning assigned in Article 3 hereof. 1.6 “Availability Date” with respect to an Included Program shall mean the date on which such program is first made available for exhibition hereunder. 1.7 “Availability List” shall mean a list of Feature Films and/or Television Episodes that are available for licensing hereunder. 1.8 “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) any day on which banks in Los Angeles, California are closed or are authorized to be closed. 1.9 “ Cantinflas Features ” shall mean feature films which Licensor makes available for license hereunder featuring Fortino Mario Alfonso Moreno Reyes (aka Cantinflas). 1.10 1.9 “Catch-Up Television Episode” means a Current Television Episode with an Availability Date that is either (i) within seven (7) days from its initial television broadcast (in the United States or in the Territory), (ii) within seven (7) days of the television broadcast of the final episode of the season of which the Current Television Episode is a part or (iii) within one (1) year of the television broadcast premiere of the season (in the United States or in the Territory) of which the Current Television Episode is a part. 1.11 1.10 “Current Television Series” shall mean a Television Series which Licensor makes available for license hereunder that has a season broadcast on television for the first time during the Avail Term. 1.12 1.11 “Current Television Episode” shall mean a Television Episode from a Current Television Series. 1.13 “ DTV ” shall mean feature-length motion pictures which Licensor makes available for license hereunder that are not theatrically released in the U.S. or the Territory and are initially released direct-to-video [in the U.S.], with an Availability Date during the Avail Term and for which Licensor controls without restriction the rights necessary to grant the license granted under this Agreement. DTVs shall be designated by Licensor as “ Premium DTVs ” or “ Non- Premium DTVs ” . 1.14 1.12 “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. Netflix SPT Canada SVOD Agmt (Execution Copy) 2 1.15 1.13 “Feature Film(s)” shall mean those feature-length films which Licensor makes available for license hereunder, including Second Window Features, Foreign Features, DTVs, MOWs and Library Features. Feature Films made available by Licensor and licensed by Licensee shall be Included Programs for all purposes of this Agreement. 1.16 “ Foreign Features ” shall mean feature films which Licensor makes available for license hereunder that were theatrically released outside of the Territory (other than Mexico or Brazil) and were not theatrically released in the U.S. 1.17 1.14 “Hardware Device” shall mean an individually addressed and addressable IP-enabled hardware device used by a Registered User, excluding desktop or laptop personal computers and mobile phones, that contains an integrated Licensee-branded playback client, including, without limitation, a set-top box (including without limitation a box with an integrated personal digital recorder (DVR) and/or web browser), an Internet-enabled television, a media extender, a home theater, a game console (including without limitation the PlayStation 3, Xbox 360 and Nintendo Wii, and any successor platforms thereto), a network-connected Blu-ray and/or DVD player, and a portable device. 1.18 1.15 “High Definition” shall mean resolutions higher than 345,600 viewable pixels, in the case of NTSC, or 414,720 viewable pixels, in the case of PAL, but no greater than 2,073,600 viewable pixels, in the case of either NTSC or PAL. 1.19 1.16 “Home Video Street Date” means the day on which an Included Program is first made available for sale on DVD or Blu-ray disc in the Territory. 1.20 1.17 “Included Program” shall mean those Feature Films and Television Episodes made available by Licensor and licensed by Licensee hereunder in accordance with the terms of this Agreement. 1.21 1.18 “Launch Date” shall mean the date on which the SVOD Service is commercially available offering full-length major studio feature film and/or television programming to the general public in the Territory. 1.22 1.19 “ Library Film Features” shall mean a Feature Film which Licensor makes available for license hereunder with an Availability Date that is more than five (5) years from such film’s Home Video Street Date, which shall be designated Tier A, Tier B or Tier C by Licensor in its sole discretion. 1.23 “ Library Series ” shall mean a single series of Television Episodes which Licensor makes available for license hereunder, including all broadcast seasons thereof, with an Avail Date that is at least 3 years following the last season of production, which series may be designated Tier A, Tier B or Tier C by Licensor. 1.24 1.20 “Licensed Language” shall mean for each Included Program, (i) for Brazil, its original language, if the original language is EnglishPortuguese and, if the original language is not EnglishPortuguese, the original language dubbed or subtitled in EnglishPortuguese; (ii) for the rest of the Territory, its original language if the original language is Spanish and, if the original language is not Spanish, the original language dubbed or subtitled in Spanish; and (iii) for the Caribbean, its original language. 1.25 1.21 “License Period” with respect to each Included Program shall mean the period during which Licensee may exhibit such Included Program as specified in Section 4.2.