Common use of Authorized Distributors Clause in Contracts

Authorized Distributors. (1) Access to the Subscription Services may be (i) retailed to potential Subscribers by Company directly, or (ii) resold to potential Subscribers by third parties either on a stand-alone basis or bundled with the products/services of such third parties, subject always to Company obtaining Label’s written approval, which approval shall not be unreasonably withheld or delayed, on a case-by-case basis prior to authorizing such third party to do so (each such authorized and approved third party being referred to herein as an “Authorized Distributor”). **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (2) Notwithstanding sub-paragraph (1) above, but subject always to sub-paragraph (3) below, no approval shall be required from Label where: (i) Company maintains the billing relationship with Subscribers and the Services retailed carry **** Company Branding; (ii) a third party retailer or hardware manufacturer sells or distributes access to any Subscription Service on a stand-alone (i.e. non-bundled), ‘a la carte’ basis (via gift cards, redeemable codes or otherwise) in the normal course of its business. In the event that any such retailer pre-purchases or guarantees to purchase from Company access to any Subscription Service in bulk, for the avoidance of doubt all such revenues will be shared with Label; (iii) a third party sells access to any Subscription Service where acting solely on behalf of Company in the normal course of its business as a payment/billing solutions provider to facilitate distribution of the Subscription Service by Company, provided always that such third party has not pre-purchased or guaranteed to purchase from Company access to any Subscription Service in bulk; and/or (iv) the following conditions are all fulfilled: (i) the third party is not a **** and is not engaged in or facilitating ****, (ii) the offer is a maximum of **** access to the Premium Subscription per customer, (iii) Label receives its full wholesale price for every month ****, which for the avoidance of doubt means that ****, (iv) **** in terms of any **** from particular deals ****; and (v) Company notifies Label in advance of any **** going live. (3) Except as set out in 9(b)(2)(iv) above, Label’s prior written approval shall always be required (i) in cases where Company authorizes any **** to any of the Services with the sale of a ****, excluding for the avoidance of doubt any case in which such third party is solely pre-loading a version of an Approved Interface (which may or may not include access to a Free Trial); or (ii) in respect of ****; or (iii) in cases where Company authorizes any third party to distribute invitations to subscribe to a version of the **** in any country where such service is available on an **** basis, unless the number of **** which the third party is authorized to distribute is less than or equal to **** in each **** period; or (iv) in cases where Company wishes to modify the wholesale amounts otherwise payable to Label under this Agreement in connection with a Subscriber’s use of the Services as distributed by a third party either on a bundled basis or non-bundled, a la carte basis. For the avoidance of doubt, in each case Label provides such prior written approval, the relevant third party distributor shall be an Authorized Distributor hereunder. (4) Distribution, bundling, co-branding and/or co-marketing of the Services with/via Prohibited Entities, or those engaged in **** shall be prohibited in the absence of prior written approval from Label. (5) For the avoidance of doubt, Company shall not be entitled to white-label the Services without prior written approval of Label. (6) In the event that Company is required to obtain Label’s written approval in connection with this paragraph 9(b), Company shall provide full background information regarding the proposed opportunity and the third party concerned. Label shall use its commercially reasonable efforts to provide a response as soon as reasonably practicable following receipt of any request by Company. However, such approval shall in no circumstances be deemed granted in the absence of a written communication from Label to that effect, and it is acknowledged by Company that Label shall have the sole discretion whether or not to grant approval in any particular circumstances, provided always that Label acts reasonably and in good faith in reaching such decision. (7) Company shall provide to Label promptly on demand from time to time during the Term, a comprehensive list of third parties (including ****) ****. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (8) During the Term, Company shall use its commercially reasonable efforts either: (i) to provide via email to Label in good faith on a **** third parties **** the Services with which Company ****; or (ii) to make relevant personnel available to meet with Label no less frequently than on a **** basis to discuss in detail any ****.

Authorized Distributors. (1) Access to the Subscription Services may be (i) retailed to potential Subscribers by Company directly, or (ii) resold to potential Subscribers by third parties either on a stand-alone basis or bundled with the products/services of such third parties, subject always to Company obtaining Label’s written approval, which approval shall not be unreasonably withheld or delayed, on a case-by-case basis prior to authorizing such third party to do so (each such authorized and approved third party being referred to herein as an “Authorized Distributor”). **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (2) Notwithstanding sub-paragraph (1) above, but subject always to sub-paragraph (3) below, no approval shall be required from Label where: (i) Company maintains the billing relationship with Subscribers and the Services retailed carry **** Company Branding; (ii) a third party retailer or hardware manufacturer sells or distributes access to any Subscription Service on a stand-alone (i.e. non-bundled), ‘a la carte’ basis (via gift cards, redeemable codes or otherwise) in the normal course of its business. In the event that any such retailer pre-purchases or guarantees to purchase from Company access to any Subscription Service in bulk, for the avoidance of doubt all such revenues will be shared with Label; (iii) a third party sells access to any Subscription Service where acting solely on behalf of Company in the normal course of its business as a payment/billing solutions provider to facilitate distribution of the Subscription Service by Company, provided always that such third party has not pre-purchased or guaranteed to purchase from Company access to any Subscription Service in bulk; and/or (iv) the following conditions are all fulfilled: (i) the third party is not a **** and is not engaged in or facilitating ****, (ii) the offer is a maximum of **** access to the Premium Subscription per customer, (iii) Label receives its full wholesale price for every month ****, which for the avoidance of doubt means that ****, (iv) **** in terms of any **** from particular deals ****; and (v) Company notifies Label in advance of any **** going live. (3) Except as set out in 9(b)(2)(iv) above, Label’s prior written approval shall always be required (i) in cases where Company authorizes any **** to any of the Services with the sale of a ****, excluding for the avoidance of doubt any case in which such third party is solely pre-loading a version of an Approved Interface (which may or may not include access to a Free Trial); or (ii) in respect of ****; or (iii) in cases where Company authorizes any third party to distribute invitations to subscribe to a version of the **** in any country where such service is available on an **** basis, unless the number of **** which the third party is authorized to distribute is less than or equal to **** in each **** period; or (iv) in cases where Company wishes to modify the wholesale amounts otherwise payable to Label under this Agreement in connection with a Subscriber’s use of the Services as distributed by a third party either on a bundled basis or non-bundled, a la carte basis. For the avoidance of doubt, in each case Label provides such prior written approval, the relevant third party distributor shall be an Authorized Distributor hereunder. (4) Distribution, bundling, co-branding and/or co-marketing of the Services with/via Prohibited Entities, or those engaged in **** shall be prohibited in the absence of prior written approval from Label. (5) For the avoidance of doubt, Company shall not be entitled to white-label the Services without prior written approval of Label. (6) In the event that Company is required to obtain Label’s written approval in connection with this paragraph 9(b), Company shall provide full background information regarding the proposed opportunity and the third party concerned. Label shall use its commercially reasonable efforts to provide a response as soon as reasonably practicable following receipt of any request by Company. However, such approval shall in no circumstances be deemed granted in the absence of a written communication from Label to that effect, and it is acknowledged by Company that Label shall have the sole discretion whether or not to grant approval in any particular circumstances, provided always that Label acts reasonably and in good faith in reaching such decision. (7) Company shall provide to Label promptly on demand from time to time during the Term, a comprehensive list of third parties (including ****) ****. **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.. 37 (8) During the Term, Company shall use its commercially reasonable efforts either: (i) to provide via email to Label in good faith on a **** third parties **** the Services with which Company ****; or (ii) to make relevant personnel available to meet with Label no less frequently than on a **** basis to discuss in detail any ****.

Authorized Distributors. (1) Access to the Subscription Services may be (i) retailed to potential Subscribers by Company directly, or (ii) resold to potential Subscribers by third parties either on a stand-alone basis or bundled with the products/services of such third parties, subject always to Company obtaining Label’s written approval, which approval shall not be unreasonably withheld or delayed, on a case-by-case basis prior to authorizing such third party to do so (each such authorized and approved third party being referred to herein as an “Authorized Distributor”). **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (2) Notwithstanding sub-paragraph (1) above, but subject always to sub-paragraph (3) below, no approval shall be required from Label where: (i) Company maintains the billing relationship with Subscribers and the Services retailed carry **** Company Branding; (ii) a third party retailer or hardware manufacturer sells or distributes access to any Subscription Service on a stand-alone (i.e. non-bundled), ‘a la carte’ basis (via gift cards, redeemable codes or otherwise) in the normal course of its business. In the event that any such retailer pre-purchases or guarantees to purchase from Company access to any Subscription Service in bulk, for the avoidance of doubt all such revenues will be shared with Label;; **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (iii) a third party sells access to any Subscription Service where acting solely on behalf of Company in the normal course of its business as a payment/billing solutions provider to facilitate distribution of the Subscription Service by Company, provided always that such third party has not pre-purchased or guaranteed to purchase from Company access to any Subscription Service in bulk; and/or (iv) the following conditions are all fulfilled: (i) the third party is not a **** and is not engaged in or facilitating ****Objectionable Activities, (ii) the offer is a maximum of **** access to the Premium Subscription per customer, (iii) Label receives its full wholesale price for every month ****pre-purchased by a third party, or given away, whether or not those months are redeemed by a Subscriber or potential Subscriber, which for the avoidance of doubt means that ****, (iv) **** in terms of any **** from particular deals ****(e.g. promotional coverage in marketing materials); and (v) Company notifies Label in advance of any **** going live. (3) Except as set out in 9(b)(2)(iv) above, Label’s prior written approval shall always be required (i) in cases where Company authorizes any **** to any of the Services with the sale of a ****, excluding for the avoidance of doubt any case in which such third party is solely pre-loading a version of an Approved Interface (which may or may not include access to a Free Trial); or (ii) in respect of ****; or (iii) in cases where Company authorizes any third party to distribute invitations to subscribe to a version of the **** in any country where such service is available on an **** basis, unless the number of **** which the third party is authorized to distribute is less than or equal to **** in each **** period; or (iv) in cases where Company wishes to modify the wholesale amounts otherwise payable to Label under this Agreement in connection with a Subscriber’s use of the Services as distributed by a third party either on a bundled basis or non-bundled, a la carte basis. For the avoidance of doubt, in each case Label provides such prior written approval, the relevant third party distributor shall be an Authorized Distributor hereunder. (4) Distribution, bundling, co-branding and/or co-marketing of the Services with/via Prohibited Entities, or those engaged in **** Objectionable Activities shall be prohibited in the absence of prior written approval from Label. (5) For the avoidance of doubt, Company shall not be entitled to white-label the Services without prior written approval of Label. (6) In the event that Company is required to obtain Label’s written approval in connection with this paragraph 9(b), Company shall provide full background information regarding the proposed opportunity and the third party concerned. Label shall use its commercially reasonable efforts to provide a response as soon as reasonably practicable following receipt of any request by Company. However, such approval shall in no circumstances be deemed granted in the absence of a written communication from Label to that effect, and it is acknowledged by Company that Label shall have the sole discretion whether or not to grant approval in any particular circumstances, provided always that Label acts reasonably and in good faith in reaching such decision. (7) Company shall provide to Label promptly on demand from time to time during the Term, a comprehensive list of third parties (including ****Authorized Distributors) ****. reselling or otherwise enabling access to the Services. (8) During the Term, Company shall use its commercially reasonable efforts either: **** Confidential portion omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. (8) During the Term, Company shall use its commercially reasonable efforts either: (i) to provide via email to Label in good faith on a **** monthly basis an up-to-date list of third parties **** wishing to resell or otherwise enable access to the Services with which Company ****is engaged in meaningful negotiation, including brief status information for each such negotiation; or (ii) to make relevant personnel available to meet with Label no less frequently than on a **** basis to discuss in detail any ****specific business development opportunities.