REFERENCE INTERCONNECT OFFER (“RIO”) OF ZEE ENTERTAINMENT ENTERPRISES LIMITED (“ZEEL”) FOR INTERNET PROTOCOL TELEVISION (“IPTV”) PLATFORM FOR INTERCONNECTION WITH IPTV OPERATOR TO BE EFFECTIVE FROM 12th OCTOBER 2018 Pursuant to clause 13.2B.1 of the Telecommunication (Broadcasting and Cable Services) Interconnection (Fifth Amendment) Regulation 2009 dated 17th March 2009 (“Regulations”) This Reference Interconnect Offer (RIO) is being published by Zee Entertainment Enterprises Limited for Zee Group Channels (hereinafter referred to as Zee Group Channels) and also on behalf of the Broadcaster(s) of various Zee Group Channels as detailed in ANNEXURE – II under Authorisation from them, in accordance with Clause 13A of the Telecommunication (Broadcasting and Cable Services) Interconnection (Seventh Amendment) Regulation, 2014 dated 10th February 2014. The terms mentioned in this Reference Interconnect Offer (RIO) are broad technical and commercial terms and conditions including the terms and conditions mentioned in Schedule III to the Regulations applicable to IPTV OPERATOR(S) retransmitting signals of the Zee Group Channels to Subscribers in terms of the Regulations. On receipt of a request from the IPTV OPERATOR(S) in terms of Clause 3.2 of the Regulations, ZEEL and the concerned IPTV OPERATOR(S) shall have to enter into a detailed Distribution Agreement containing all the terms and conditions to enable the IPTV OPERATOR(S) to avail the signals of the Zee Group Channels for further re-transmission to the Subscribers from its Platform. Every IPTV OPERATOR as defined in the Regulations, while seeking interconnection with ZEEL shall ensure that its Digital Addressable Systems (“DAS”) installed for the distribution of the TV channels meet the DAS requirements specified in ANNEXURE - X herein read with Schedule 1 to the Regulations as amended. Provided that in case ZEEL finds that the equipment(s) being used by IPTV OPERATOR for distribution of TV channels does not meet the requirements specified in IPTV guidelines and the Regulations, it shall inform such IPTV OPERATOR who shall get its equipment(s) audited by M/s Broadcast Engineering Consultants India Ltd. or any other authority as may be specified by the Telecom Regulatory Authority of India by direction from time to time and obtain a certificate from such agency that its equipment(s) meets the requirements specified in IPTV guidelines and the Regulations. The IPTV OPERATOR shall deliver the following information/documents to ZEEL on or prior to the date of execution of this Agreement: a) PAN Card; b) Goods and Services Tax Registration; c) Tax Deduction Account Number (TAN); d) Certificate / Registration issued to the IPTV OPERATOR by the Ministry of Information and Broadcasting (MIB) to provide Services through the IPTV platform; Please refer ANNEXURE – VIII; Page 1 of 112 e) copy of the resolution passed by the board of directors of the IPTV OPERATOR or an authority letter from the IPTV OPERATOR authorizing ___________________ to execute this Agreement on behalf of the IPTV OPERATOR; f) CAS declaration from the conditional access vendor in the format set out at ANNEXURE – XII. g) SMS declaration from the SMS vendor in the format set out at ANNEXURE – XIII. Defined Terms In this RIO, unless repugnant or contrary to the context hereof or otherwise defined herein, the following terms, when capitalised, shall have the meanings assigned when used herein: “BIS” means the Bureau of Indian Standards established under the Bureau of Indian Standards Act 1986. “Bouquet” or “Bouquet of Channels means an assortment of distinct Zee Group Channels, offered together as a group or as a bundle “Channels” means all television channels licensed by ZEEL to IPTV OPERATOR. “Conditional Access” means control mechanisms, data structures and commands that scramble and encrypt signals in order to provide selective access and denial of specific channels, data, information or services to paying Subscribers. “Converted Channel(s)” shall mean (i) conversion of a Free-to-Air Channel into a Pay Channel; or (ii) conversion of a Pay Channel(s) to a Free-to-Air Channel. “Fingerprinting” means exercises where code numbers are made overtly to appear on the screen of a Television and/or covertly in the signals of the Channels that enables identification of the Smart Card being used to access such signals. “Governmental Authority” means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction over such Party and shall include without limitation TRAI, MIB, TDSAT or any other body or authority regulating the broadcasting and distribution of channels in India; “Incentive Scheme” Incentive Scheme shall mean various Incentive(s) as detailed in: (i) ANNEXURE – V for “Incentive on Bouquet(s) of SD Channel(s)”; and (ii) ANNEXURE – VI for “Incentive on A-la-Carte Rate of HD Pay Channel(s)” opted by IPTV OPERATOR. Page 2 of 112 The applicable Incentive(s) shall be calculated as per details provided by IPTV OPERATOR in the format(s) specified by ZEEL. Each of the aforesaid incentives shall individually be referred to as an “Incentive” or collectively as “Incentives”. “New Channels” shall mean the new channels to be launched and/or distributed by ZEEL in future and/or not forming part of the list of Channels set out in ANNEXURE II as on date of execution of this Agreement. “Receiver Box” means the ZEEL approved decoder, receiver or integrated receiver-decoders used in conjunction with a Viewing Card in order to facilitate the receipt of the signals of the Channels by the IPTV OPERATOR. “Removed Channel” Shall mean any Channel(s) which ZEEL cease to grant right in respect of such Channel(s). “Set Top Box” means a device which is connected to or part of a television set and which allows a Subscriber to receive in descrambled form the Channels distributed by the IPTV OPERATOR. “Smart Card” means, in relation to a Subscriber, a card or other device issued by IPTV OPERATOR to that Subscriber that, when enabled by a CA System and inserted in such Subscriber's Set Top Box, has the functionality of enabling such Subscriber's Set Top Box to receive the Channels distributed by the IPTV OPERATOR. “Ordinary Subscriber” shall mean any ordinary subscriber availing the Channel through a single Set Top Box through the Distribution System and uses the same for his domestic purposes. For the avoidance of doubt, it is hereby clarified that for the purposes of calculating the Monthly License Fee for Ordinary Subscriber shall have the meaning set out in Clause no.9 read with ANNEXURE - VII. “Service Providers” means each of the owners, operators or distributors of any of the Zee Group Channels “Territory” means the territorial boundaries as defined in Clause 3 “Viewing Card” means the ZEEL approved viewing card to be used in conjunction with the Receiver Box in order for IPTV OPERATOR to access and decode each of the Channels. 1. Parties ZEE ENTERTAINMENT ENTERPRISES LIMITED (“ZEEL”) and Licensed Digital signal provider in the Territory, hereinafter referred to as the IPTV OPERATOR 2. Term The “Term” of the Agreement shall be with effect from ________________, 201_ valid upto 31st March 2019 or till the date of the implementation of Telecommunication Page 3 of 112 (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017, dated 3rd March 2017, unless terminated in accordance with the terms of the Agreement, whichever is earlier. The Term of the Agreement may be extended on terms and conditions to be mutually agreed and recorded in writing between the parties. If the Parties wish to renew this Agreement on the expiry of the Term, both Parties shall enter into discussions at least sixty (60) days prior to the expiry of the Term. Provided further that if the Parties do not agree on the terms of the New Agreement, then ZEEL may disconnect the retransmission of the signals of the ZEEL Channels at any time after the expiry of the Term after giving written notice as per Applicable Law. 3. Territory As agreed between the Parties to operate on pan-India basis also stated in terms of areas and cities as per ANNEXURE - I. 4. Zee Group Channels As set out in ANNEXURE - II attached herewith hereinafter referred to as Zee Group Channels or Channels. Standard Definition Channels Shall may be referred to as Zee Group SD Channels and High Definition Channels may be referred to as Zee Group HD Channels. Both SD and HD Channels may be collectively referred to as Zee Group Channels/ZEEL Channels (as the case may be). ZEEL reserves the right at any time during the Term to remove any channel from the list of Zee Group Channels if it ceases to distribute such channel(s) in the Territory and terminate the grant of the associated distribution rights to IPTV OPERATOR and/or may replace any removed channel with a replacement channel or to add any channel to the list of Zee Group Channels and to grant the distribution rights to IPTV OPERATOR in respect of the replacement or new channel. 5. Rights IPTV OPERATOR shall have the non-exclusive right to carry the Zee Group Channels during the Term via its IPTV Platform in the Territory in an encrypted mode only on the digital “addressable systems” (as defined in the Regulations) owned and operated by the IPTV OPERATOR (the “Platform”) for distribution to Subscribers. The parties agree that on signing of the Agreement, IPTV OPERATOR shall have the non-exclusive right to distribute the channels from its Platform, simultaneously upon receipt of signal along with the Page 4 of 112 multiple audio feed, if any, without interruption, editing, interference or alteration, to the IPTV OPERATOR’s authorized subscribers only, hereinafter referred to as “Subscriber”, as defined in Clause 6 of this Offer.