Common use of PLACEMENT, MARKETING AND PROMOTION Clause in Contracts

PLACEMENT, MARKETING AND PROMOTION. 12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (“Advertising Materials”) and, subject to Section 5.5 of Schedule A, Promotional Previews, solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specified, with respect to VOD Included Programs on the VOD Service, in Article 7 of the VOD General Terms and, with respect to DHE Included Programs on the DHE Service, Article 10 of the DHE General Terms. 12.2 Licensee shall not promote any Included Program after it is withdrawn from distribution hereunder by Licensor. 12.3 An Included Program will not be packaged or bundled specifically for distribution with other programs, products or services without Licensor’s prior written consent. 12.4 Licensee covenants and warrants that (i) it shall fully comply with any and all instructions furnished in writing to Licensee with respect to the Advertising Materials used by Licensee in connection with this Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs (“Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. 12.5 The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program as Licensor may advise Licensee in writing. In no event shall Licensee be permitted to use any excerpts from an Included Program other than as provided by Licensor and in no case in excess of two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the case of a single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter period as Licensor may notify Licensee from time to time). 12.6 Appropriate copyright notices shall at all times accompany all Advertising Materials. 12.7 Within thirty (30) calendar days after the last day of the License Period for each Included Program, Licensee shall destroy all Advertising Materials for such Included Program. 12.8 Licensee may display advertisements on the Licensed Service; provided that, without Licensor’s prior written consent in its sole discretion, advertisements on the Licensed Service may not be associated with or tied to an Included Program. Notwithstanding anything to the contrary herein, advertisement may not (i) imply any endorsement or connection to the Included Program; (ii) specifically be sold by Licensee for placement on a particular page with an Included Program or any artist associated therewith (e.g., not a randomly rotating banner ad or a so-called “run-of-site” ad); or (iii) appear (a) on any page where the Included Program is featured alone, (b) on any page that a Customer is required to view at any time after the Customer initiates a Customer Transaction on the Licensed Service (e.g., a “shopping cart” page) or (c) in-stream, whether immediately preceding (pre-roll), within (interstitial) or following (post-roll) Included Programs. Licensee acknowledges that the primary purpose of the Licensed Service is to sell licensed video content and not advertising. Promotions of the Included Programs may position Video-On-Demand and DHE in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the VOD Service and DHE Service (e.g., “No late fees!” or “Order from home!”) without reference to other means of film distribution. If Licensee offers to another supplier of films (including any Qualifying Studio) a share of the advertising revenue generated on the Licensed Service, Licensee shall offer to Licensor the same on no less favorable terms and Licensor shall have the right to accept such option at any time.

PLACEMENT, MARKETING AND PROMOTION. 12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (““ Advertising Materials”) and, subject to Section 5.5 of Schedule A, Promotional Previews, solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specified, with respect to VOD Included Programs on the VOD Service, in Article 7 of the VOD General Terms and, with respect to DHE Included Programs on the DHE Service, Article 10 of the DHE General Terms. 12.2 Licensee shall not promote any Included Program after it is withdrawn from distribution hereunder by Licensor. 12.3 An Included Program will not be packaged or bundled specifically for distribution with other programs, products or services without Licensor’s prior written consent. 12.4 Licensee shall provide to Licensor a copy of any program schedules or guides (including those delivered by electronic means, if any) for the Licensed Service immediately upon publication or delivery thereof. 12.5 Licensee covenants and warrants that (i) it shall fully comply with any and all instructions furnished in writing to Licensee with respect to the Advertising Materials used by Licensee in connection with this Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs (““ Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. 12.5 12.6 The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program as Licensor may advise Licensee in writingLicensee. In no event shall Licensee be permitted to use any excerpts from an Included Program other than as provided by Licensor and in no case in excess of two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the case of a single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter period as Licensor may notify Licensee from time to time). 12.6 12.7 Appropriate copyright notices shall at all times accompany all Advertising Materials. 12.7 12.8 Within thirty (30) calendar days after the last day of the License Period for each Included Program, Licensee shall destroy (or at Licensor’s request, return to Licensor) all Advertising Materials for such Included Program. 12.8 12.9 Solely on the website version of the Licensed Service (and not any other version such as applications on Approved Devices), Licensee may display advertisements concerning products and services of Licensee or third parties; provided that, such advertisements shall not be displayed or exhibited within the same window in which any Included Program is offered for exhibition or is exhibited. For each other version of the Licensed Service, Licensee shall display no advertising other than the promotion of the Licensed Service or of programming offered on the Licensed Service; provided that, without Licensor’s prior written consent in its sole discretion, advertisements on the Licensed Service may not be associated with or tied to an Included Program. Notwithstanding anything to the contrary herein, advertisement Advertisements permitted by this Section 12.9 may not (i) imply any endorsement or connection to the an Included Program; (ii) specifically be sold by Licensee for placement on a particular page with an Included Program or any artist associated therewith (e.g., not a randomly rotating banner ad or a so-called ““ run-of-of- site” ad); or (iii) appear (a) on any page where the an Included Program is featured alone, (b) on any page that a Customer is required to view at any time after the Customer initiates a Customer Transaction on the Licensed Service (e.g., a ““ shopping cart” page) or (c) in-stream, whether immediately preceding (pre-roll), within (interstitial) or following (post-roll) Included Programs. Licensee acknowledges that the primary purpose of the Licensed Service is to sell licensed video content and not advertising. Promotions of the Included Programs may position Video-On-Demand VOD and DHE in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the VOD Service and DHE Service (e.g., ““ No late fees!” or ““ Order from home!”) without reference to other means of film distribution. If Licensee offers to another supplier of films (including any Qualifying Studio) a share of the advertising revenue generated on the Licensed Service, Licensee shall offer to Licensor the same on no less favorable terms and Licensor shall have the right to accept such option at any time.

PLACEMENT, MARKETING AND PROMOTION. 12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (“Advertising Materials”) and, subject to Section 5.5 of Schedule A, Promotional Previews, solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specified, with respect to VOD Included Programs on the VOD Service, in Article 7 of the VOD General Terms and, with respect to DHE Included Programs on the DHE Service, Article 10 of the DHE General Terms. 12.2 Licensee shall not promote any Included Program after it is withdrawn from distribution hereunder by Licensor. 12.3 An Included Program will not be packaged or bundled specifically for distribution with other programs, products or services without Licensor’s prior written consent. 12.4 Licensee shall provide to Licensor a copy of any program schedules or guides (including those delivered by electronic means, if any) for the Licensed Service immediately upon publication or delivery thereof. 12.5 Licensee covenants and warrants that (i) it shall fully comply with any and all instructions furnished in writing to Licensee with respect to the Advertising Materials used by Licensee in connection with this Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs (“Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. 12.5 12.6 The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program as Licensor may advise Licensee in writingLicensee. In no event shall Licensee be permitted to use any excerpts from an Included Program other than as provided by Licensor and in no case in excess of two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the case of a single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter period as Licensor may notify Licensee from time to time). 12.6 12.7 Appropriate copyright notices shall at all times accompany all Advertising Materials. 12.7 12.8 Within thirty (30) calendar days after the last day of the License Period for each Included Program, Licensee shall destroy (or at Licensor’s request, return to Licensor) all Advertising Materials for such Included Program. 12.8 12.9 Licensee may display advertisements on the Licensed ServiceService concerning products and services of Licensee or third parties; provided that, without Licensor’s prior written consent in its sole discretion, such advertisements on the Licensed Service may not be associated with or tied to an Included Program. Notwithstanding anything to the contrary herein, advertisement may must expressly identify themselves as advertisements and must not (i) imply any endorsement or connection to the Included Program; (ii) specifically be sold by Licensee for placement on a particular page with an Included Program or any artist associated therewith (e.g., not a randomly rotating banner ad or a so-called “run-of-site” ad); or (iii) appear (a) on any page where the Included Program is featured alone, (b) on any page that a Customer is required to view at any time after the Customer initiates a Customer Transaction on the Licensed Service (e.g., a “shopping cart” page) or (cb) in-stream, whether immediately preceding (pre-roll), within (interstitial) or following (post-roll) Included Programs. Licensee acknowledges that the primary purpose of the Licensed Service is to sell distribute licensed video content and not advertising. Promotions of the Included Programs may position Video-On-Demand VOD and DHE in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the VOD Service and DHE Service (e.g., “No late fees!” or “Order from home!”) without reference to other means of film distribution. If Licensee offers to another supplier of films (including any Qualifying Studio) a share of the advertising revenue generated on the Licensed Service, Licensee shall offer to Licensor the same on no less favorable terms and Licensor shall have the right to accept such option at any time.

PLACEMENT, MARKETING AND PROMOTION. 12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (“Advertising Materials”) and, subject to Section 5.5 of Schedule A, Promotional Previews, solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specified, with respect to VOD Included Programs on the VOD Service, in Article 7 of the VOD General Terms and, with respect to DHE Included Programs on the DHE Service, Article 10 of the DHE General Terms. 12.2 . Licensee shall not promote any Included Program after it is withdrawn from distribution hereunder by Licensor. 12.3 . An Included Program will not be packaged or bundled specifically for distribution with other programs, products or services without Licensor’s prior written consent. 12.4 . Licensee shall provide to Licensor a copy of any program schedules or guides (including those delivered by electronic means, if any) for the Licensed Service immediately upon publication or delivery thereof. Licensee covenants and warrants that (i) it shall fully comply with any and all instructions furnished in writing to Licensee with respect to the Advertising Materials used by Licensee in connection with this Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs (“Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. 12.5 . The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program as Licensor may advise Licensee in writingLicensee. In no event shall Licensee be permitted to use any excerpts from an Included Program other than as provided by Licensor and in no case in excess of two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the case of a single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter period as Licensor may notify Licensee from time to time). 12.6 . Appropriate copyright notices shall at all times accompany all Advertising Materials. 12.7 . Within thirty (30) calendar days after the last day of the License Period for each Included Program, Licensee shall destroy (or at Licensor’s request, return to Licensor) all Advertising Materials for such Included Program. 12.8 . Licensee may shall display advertisements no advertising on the Licensed Service other than the promotion of the Licensed Service or of programming offered on the Licensed Service; provided that, without Licensor’s prior written consent in its sole discretion, advertisements on the Licensed Service may not be associated with or tied to an Included Program. Notwithstanding anything to the contrary herein, advertisement may not (i) imply any endorsement or connection to the Included Program; (ii) specifically be sold by Licensee for placement on a particular page with an Included Program or any artist associated therewith (e.g., not a randomly rotating banner ad or a so-called “run-of-site” ad); or (iii) appear (a) on any page where the Included Program is featured alone, (b) on any page that a Customer is required to view at any time after the Customer initiates a Customer Transaction on the Licensed Service (e.g., a “shopping cart” page) or (c) in-stream, whether immediately preceding (pre-roll), within (interstitial) or following (post-roll) Included Programs. Licensee acknowledges that the primary purpose of the Licensed Service is to sell licensed video content and not advertising. Promotions of the Included Programs may position Video-On-Demand VOD and DHE in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the VOD Service and DHE Service (e.g., “No late fees!” or “Order from home!”) without reference to other means of film distribution. If Licensee offers to another supplier of films (including any Qualifying Studio) a share of the advertising revenue generated on the Licensed Service, Licensee shall offer to Licensor the same on no less favorable terms and Licensor shall have the right to accept such option at any time.

PLACEMENT, MARKETING AND PROMOTION. 12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers trailers, metadata or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (““ Advertising Materials”) and, subject to Section 5.5 of Schedule A, Promotional Previews, solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specified, with respect to VOD Included Programs on the VOD Service, in Article 7 of the VOD General Terms and, with respect to DHE Included Programs on the DHE Service, Article 10 of the DHE General Terms. 12.2 Licensee shall not promote any Included Program after it is withdrawn from distribution hereunder by Licensor. 12.3 An Included Program will not be packaged or bundled specifically for distribution with other programs, products or services without Licensor’s prior written consent. 12.4 Licensee shall provide to Licensor a copy of any program schedules or guides (including those delivered by electronic means, if any) for the Licensed Service immediately upon publication or delivery thereof. 12.5 Licensee covenants and warrants that (i) it shall fully comply with any and all instructions furnished in writing to Licensee with respect to the Advertising Materials used by Licensee in connection with this Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs (““ Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. 12.5 12.6 The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program as Licensor may advise Licensee in writingLicensee. In no event shall Licensee be permitted to use any excerpts from an Included Program other than as provided by Licensor and in no case in excess of two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the case of a single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter period as Licensor may notify Licensee from time to time). 12.6 Appropriate copyright notices 12.7 Copyright notices, as provided by Licensor to Licensor as part of the Advertising Materials, shall at all times accompany all Advertising Materials, unless otherwise approved in writing by Licensor. 12.7 12.8 Within thirty (30) calendar days after the last day of the License Period for each Included Program, Licensee shall destroy (or at Licensor’s request, return to Licensor) all Advertising Materials for such Included Program. 12.8 12.9 Licensee may display advertisements on the Licensed ServiceService concerning products and services of Licensee or third parties; provided that, without Licensor’s prior written consent in its sole discretion, such advertisements on the Licensed Service may shall not be associated with displayed or tied exhibited within the same window in which any Included Program is offered for exhibition (including but not limited to “ pre-roll,” “ post- roll” or within an Included Program) or is exhibited. Notwithstanding anything to Without limiting the contrary hereinforegoing, advertisement advertisements may not (i) imply any endorsement or connection to the Included Program; (ii) specifically be sold by Licensee for placement on a particular page with an Included Program or any artist associated therewith (( e.g., not a randomly rotating banner ad or a so-called ““ run-of-site” ad); or (iii) appear (a) on any page where the Included Program is featured alone, (b) on any page that a Customer is required to view at any time after the Customer initiates a Customer Transaction on the Licensed Service (e.g., a ““ shopping cart” page) or (c) in-stream, whether immediately preceding (pre-roll), within (interstitial) or following (post-roll) Included Programs. Licensee acknowledges that the primary purpose of the Licensed Service is to sell licensed video content and not advertising. Promotions of the Included Programs may position Video-On-Demand VOD and DHE in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the VOD Service and DHE Service (e.g., ““ No late fees!” or ““ Order from home!”) without reference to other means of film distribution. If Licensee offers to another content supplier of films (including any Qualifying Studio) a share of the advertising revenue generated on the Licensed Service, Licensee shall offer to negotiate in good faith with Licensor the same on no less favorable terms and Licensor shall have the right to accept concerning a similar share of such option at any timeadvertising revenue.

PLACEMENT, MARKETING AND PROMOTION. Without limiting any other provision hereof, Licensee shall market and promote the Included Programs in accordance with this Section 12 and the “Marketing, Placement and Promotion Guidelines for Included Programs” set forth in Schedule GF hereto and incorporated herein by reference. 12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (“Advertising Materials”) and, subject to Section 5.5 of Schedule A, Promotional Previews), solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the Territory Territory, and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specifiedspecified herein. If an Included Program has an Availability Date that is less than forty-five (45) days after its Home Video Retail Street Date or Home Video Sales Street Date, with respect Licensor may establish a date prior to VOD Included Programs which no marketing or promotion may occur for any title (“Announce Date”), in which case Licensee may not “pre-promote” such title prior to such Announce Date, to include, without limitation: (a) solicit any pre-orders; (b) advertise referencing price or release date; or (c) use any title-related images or artwork. Violation of this provision shall constitute a material breach of the Agreement. 12.1.1 If no Announce Date is specified by Licensor, Licensee shall have the right to promote on the VOD ServiceLicensed Service and otherwise to the general public the upcoming availability of each Included Program during the period starting no more than thirty (30) days before its Availability Date unless otherwise directed by Licensor (and in no event may Licensee promote any title prior to receiving an Availability Notice for such title) and to continue promoting such availability through the last day of its License Period. 12.1.2 If no Announce Date is specified by Licensor, in Article 7 Licensee may promote the upcoming exhibition of the VOD General Terms and, with respect to DHE an Included Programs Program on the DHE Service, Article 10 Licensed Service in printed materials distributed directly and solely to Customers not earlier than forty-five (45) days prior to the Availability Date of such Included Program unless otherwise directed by Xxxxxxxx (and in no event may Licensee promote any title prior to receiving an Availability Notice for such title) and to continue promoting such availability through the DHE General Termslast day of such Included Program ’s License Period. 12.2 12.1.3 Licensee shall not promote any Included Program after it is withdrawn from distribution hereunder by Licensor. 12.3 An Included Program will not be packaged or bundled specifically for distribution with other programs, products or services without Licensor’s prior written consent. 12.4 Licensee covenants and warrants that (i) it shall fully comply with any and all instructions furnished in writing to Licensee with respect to the Advertising Materials used by Licensee in connection with this Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs (“Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. 12.5 The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program as Licensor may advise Licensee in writing. In no event shall Licensee be permitted to use any excerpts from an Included Program other than as provided by Licensor and in no case in excess of two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the case of a single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter period as Licensor may notify Licensee from time to time). 12.6 Appropriate copyright notices shall at all times accompany all Advertising Materials. 12.7 Within thirty (30) calendar days after the last day expiration of the License Period for each such Included ProgramProgram or after the withdrawal of such Included Program hereunder. In no event may Licensee promote any Included Program prior to receiving an availability list containing such program. 12.1.4 Licensee shall use any marketing, promotional and advertising materials provided by Licensor in a manner consistent with the following: (a) If any announcement, promotion or advertisement for an Included Program is more than ten (10) days in advance of such program’s Availability Date, Licensee shall destroy only announce and/or promote and/or advertise (in any and all Advertising Materials for such Included Program. 12.8 Licensee may display advertisements on the Licensed Service; provided that, without Licensor’s prior written consent in media) its sole discretion, advertisements future availability on the Licensed Service may by referring to its specific Availability Date. By way of example, in such case “Coming to September 10” would be acceptable, but “Coming soon on ” would not be associated with acceptable; or (b) If any announcement, promotion or tied to an Included Program. Notwithstanding anything to the contrary herein, advertisement may not (i) imply any endorsement or connection to the Included Program; (ii) specifically be sold by Licensee for placement on a particular page with an Included Program or any artist associated therewith (e.g., not a randomly rotating banner ad or a so-called “run-of-site” ad); or (iii) appear (a) on any page where the Included Program is featured alone, (b) on any page that a Customer is required to view at any time after the Customer initiates a Customer Transaction on the Licensed Service (e.g., a “shopping cart” page) or (c) in-stream, whether immediately preceding (pre-roll), within (interstitial) or following (post-roll) Included Programs. Licensee acknowledges that the primary purpose of the Licensed Service is to sell licensed video content and not advertising. Promotions of the Included Programs may position Video-On-Demand and DHE in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the VOD Service and DHE Service (e.g., “No late fees!” or “Order from home!”) without reference to other means of film distribution. If Licensee offers to another supplier of films (including any Qualifying Studio) a share of the advertising revenue generated on the Licensed Service, Licensee shall offer to Licensor the same on no less favorable terms and Licensor shall have the right to accept such option at any time.ten

PLACEMENT, MARKETING AND PROMOTION. 12.1 Licensee shall have the right to use or authorize the use of written summaries, extracts, synopses, photographs, trailers or other materials prepared and provided or made available by Licensor or, if not prepared by Licensor, approved in writing in advance by Licensor (“Advertising Materials”) (of which Licensor agrees to approve a reasonable amount so as not to frustrate Licensee's marketing and advertising efforts) and, subject to Section 5.5 5.4 of Schedule A, Promotional Previews, solely for the purpose of advertising, promoting and publicizing the exhibition of the Included Programs on the Licensed Service in the Territory and the right to advertise, publicize and promote, or authorize the advertising, publicity and promotion of the exhibition of any Included Program on the Licensed Service in the Territory during the time periods specified, with respect to VOD Included Programs on the VOD Service, in Article 7 of the VOD General Terms and, with respect to DHE Included Programs on the DHE Service, Article 10 of the DHE General Terms. 12.2 Licensee shall not promote any Included Program after it is withdrawn from distribution hereunder by Licensor. 12.3 An Included Program will not be packaged Licensee shall provide to Licensor a copy of any program schedules or bundled specifically guides (including those delivered by electronic means, if any) for distribution with other programs, products the Licensed Service promptly upon publication or services without Licensor’s prior written consentdelivery thereof. 12.4 Licensee covenants and warrants that (i) it shall fully comply with any and all instructions furnished in writing to Licensee with respect to the Advertising Materials used by Licensee in connection with this Article 12 (including size, prominence and position of Advertising Materials); (ii) it shall not modify, edit or make any changes to the Advertising Materials without Licensor’s prior written consent, provided, however, a change in size or aspect ratio shall not constitute a modification, edit or change; (iii) names and likenesses of the characters, persons and other entities appearing in or connected with the production of Included Programs (“Names and Likenesses”) shall not be used separate and apart from the Advertising Materials; and (iv) Advertising Materials, Names and Likenesses, Licensor’s name or logo, and Included Programs shall not be used so as to constitute an endorsement or testimonial, express or implied, of any party, product or service, including, without limitation, the Licensed Service, Licensee, or any program service or other service provided by Licensee; nor shall the same be used as part of a commercial tie-in. Without limiting the foregoing, Licensee shall not, without Licensor’s prior written approval, use or authorize the use of any Advertising Materials, Names and Likenesses, Licensor’s name, brand or logo, or Included Programs in any promotional materials or advertisements in which a non-Sony branded Streaming Device is shown or referenced. For clarity, the foregoing restriction shall apply even if such use is solely for the purpose of promoting the exhibition or availability of an Included Program on a non-Sony branded Streaming Device via the Licensed Service and does not constitute an endorsement or testimonial of such non-Sony branded Streaming Device or a commercial tie-in. Any advertising or promotional material created by Licensee, any promotional contests or giveaways to be conducted by Licensee and any sponsorship of any Included Program (as distinguished from the standard practice of selling commercial advertising time) shall require the prior written consent of Licensor and shall be used only in accordance with Licensor’s instructions. Licensor agrees to approve a reasonable amount of advertising and promotional material created by Licensee so as not to frustrate Licensee’s marketing and advertising efforts. 12.5 The rights granted in this Article 12 shall be subject to, and Licensee shall comply with, any and all restrictions or regulations of any applicable guild or union and any third party contractual provisions with respect to the advertising and billing of the Included Program as Licensor may advise Licensee in writing. In no event shall Licensee be permitted to use any excerpts from an Included Program other than as provided by Licensor and in no case in excess of two minutes (or such shorter period as Licensor may notify Licensee from time-to-time) in the case of a single continuous sequence, or four minutes in the aggregate from any single Included Program (or such shorter period as Licensor may notify Licensee from time to time). 12.6 Appropriate copyright Copyright notices in the form furnished by Licensor shall at all times accompany all Advertising Materials. 12.7 Within thirty (30) calendar days after the last day of the License Period for each Included Program, Licensee shall destroy or cause to be destroyed (or at Licensor’s request, return to Licensor) all Advertising Materials for such Included Program. 12.8 Licensee may display advertisements on the Licensed Service; provided that, without Licensor’s prior written consent in its sole discretion, advertisements Advertising on the Licensed Service may shall not be associated with appear on any screen or tied to an Included Program. Notwithstanding anything to page of the contrary herein, advertisement may not (i) imply any endorsement or connection to the Included Program; (ii) specifically be sold by Licensee for placement on a particular page with an Included Program or any artist associated therewith (e.g., not a randomly rotating banner ad or a so-called “run-of-site” ad); or (iii) appear Licensed Service (a) on any page where the Included Program that is featured alonededicated solely to Licensor’s content or to Licensor’s brand (i.e., a Licensor storefront), or (b) on any page which the only program(s) displayed or made available for purchase are Included Programs (including without limitation a film detail page); provided, however, that a Customer is required to view at any time after promotion of the Customer initiates a Customer Transaction Licensed Service or of programming offered on the Licensed Service (e.g., a “shopping cart” page) or (c) in-stream, whether immediately preceding (pre-roll), within (interstitial) or following (post-roll) Included Programs. Licensee acknowledges that the primary purpose of the Licensed Service is shall not be subject to sell licensed video content and not advertisingsuch restrictions. Promotions of the Included Programs may position Video-On-Demand and DHE in a positive light, but in no event shall any such promotion, including, without limitation, any promotion of the Licensed Service or promotions on the Licensed Service or otherwise, contain negative messages about any lawful means of film distribution, including, without limitation, home video/DVD purchase or rental, provided that Licensee shall be free to promote the bona fide benefits of the VOD Service and DHE Service (e.g., “No late fees!” or “Order from home!”) without reference to other means of film distribution. If Licensee offers to another supplier of films (including any Qualifying Studio) a share of the advertising revenue generated on the Licensed Service, Licensee shall offer to Licensor the same on no less favorable terms and Licensor shall have the right to accept such option at any time.