RATES AND DEPLOYMENT. 4.1 Affiliate agrees to provide Wink "enhanced broadcasting" as part of its advanced analog offering to its subscribers in the St. Paul, Xxnnesota Operating Area (the Launch Market) within 90 days of completing the acquisition of the St. Paul, XX system. Affiliate also agrees to deploy Wink within 90 days of launching either advanced analog or digital converters in Los Angeles, CA operating area.
4.2 Effective at launch in St. Paul, Xxfiliate agrees to remit a license fee payment of [ * ] for the Launch Market until the Launch Market has [ * ] or for a period of one year; whichever comes first. [ * ] of this Agreement, whichever comes first, Wink's pricing of [ * ] will then be the introductory pricing for all Affiliate Operating Areas that chose to launch Wink Services during the term of this Agreement, including the Launch Market. Affiliate agrees to supply all server hardware required for deployment as listed in Attachment C of the Agreement.
4.3 Effective with deployment in Los Angeles, Affiliate agrees to pay Wink at a rate of [ * ] per Wink subscriber per month until 30,000 Wink subscribers are reached. During this time, Affiliate will not share in transaction revenue. When [ * ] are reached, Affiliate will pay Wink [ * ] and will share in transaction revenue.
4.4 Billing System Conversion fees charged to the affiliate by CableData for supporting Winks Services will be the sole responsibility of Wink and will be paid by Wink throughout the term of this Agreement.
4.5 During the term of this Agreement, Charter commits to make available, in cable systems deploying Wink's Enhance Broadcasting, three (3) lines of VBI in the Programmers Video Signal (Channel) for Wink's Enhanced Broadcast data transportation. Charter retains ownership of all ---------------------- * Confidential treatment has been requested with respect to certain portions of this exhibit pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed with the Commission.
4.6 Wink agrees to revenue share with Affiliate, its fees, on all Wink generated purchase and request transactions by Affiliates' Wink Subscribers for the term of this Agreement. Wink will pay Affiliate per Schedule A of this Agreement for all fees collected by Wink for transactions by Charter Subscribers.
4.7 For purposes of this Agreement, the term "Wink Subscriber" shall mean each Affiliate residential customer and commercial or business establishmen...
RATES AND DEPLOYMENT. 4.1 Programmer agrees to provide Interactive Programs as described in Exhibit A.
4.2 Programmer agrees to remit the license fees and other payments as described in Exhibit C on a timely basis.
4.3 Programmer agrees to provide the Interactive Programs to any multi channel video operator in the United States or Canada with whom Programmer already has an agreement for carriage of Programmer's video programming ("System Operators") to the extent permitted by such agreement. The Interactive Programs will be provided under the terms described in Exhibit D, and Programmer agrees that Wink may provide a copy of Exhibits A and D to System Operators as evidence of Programmer's agreement to supply the Interactive Programs under such terms and any additional terms imposed by the agreement for carriage of Programmer's video programming.
4.4 Programmer may choose to utilize other products and services of Wink from time to time under this Agreement. These services will be extended by Wink to Programmer at the then prevailing retail rate.
RATES AND DEPLOYMENT. 4.1 Affiliate agrees to provide Wink Enhanced Broadcasting as part of its advanced analog and, at its discretion, its digital offering to its subscribers in Palos Verdes, CA on February 1, 1999 or as soon thereafter as the Wink Software and any necessary support is available, but in any event, no later than March 31, 1999. Any and all Wink deployment on the digital cable set top boxes will be at the sole discretion of Affiliate.
4.2 Effective as of February 1, 1999, Wink agrees to waive the license fee payment per Operating Area of $3,000 per month for a period of eighteen (18) months. Following the 18 months, Affiliate shall remit a monthly license fee payment of $3,000, through the term of this Agreement subject to the limitations set forth in section 2.1 above.
4.3 Affiliate commits to distribute to its advanced analog subscribers and, at Affiliate's discretion, its digital subscribers, only Enhanced Broadcasting delivered from Programmers. Affiliate may delete any material provided within the bandwidth of a Programmer signal that is not Enhanced Broadcasting. Affiliate shall not be required to or held responsible for distributing Enhanced Broadcasting in a manner that would cause it to violate the terms of an existing Affiliation agreement or retransmission consent agreement. Any and all Wink integration to digital cable set top boxes will be at the sole discretion of Affiliate. Affiliate agrees to keep the appropriate headend and server equipment in good working order for an uninterrupted carriage of Enhanced Broadcasting. If Affiliate experiences problems with the Enhanced Broadcasting delivery system, Affiliate will Proprietary and Confidential
RATES AND DEPLOYMENT. 4.1 Programmer agrees to remit the license fees and other payments as described in Exhibit C on a timely basis.
4.2 Programmer agrees to provide the Interactive Programs to any multi channel video operator in the Territory with whom Programmer has a valid and binding agreement for carriage of the Programming Service set forth herein ("System Operators") under the terms described in Exhibit D, and agrees that Wink may provide a copy of Exhibits A and D to any System Operator as evidence of Programmer's agreement to supply the Interactive Programs under such terms. Wink shall require System Operators to comply with the confidentiality provisions of section 11 below.
4.3 Programmer may choose to utilize other products and services of Wink (as set forth in Exhibits B or C) from time to time under this Agreement. These services will be extended by Wink to Programmer at the rates set forth therein; however, such prices shall at all times be extended on a most favored nations basis with regard to all other cable programmers utilizing such Wink services. In addition, Wink acknowledges and agrees that premium and pay-per-view service transactions will be processed on behalf of Programmer at no charge.
RATES AND DEPLOYMENT. 4.1 Programmer agrees to provide Interactive Programs in accordance with the terms of this Agreement.
4.2 If Programmer elects to renew this Agreement, Programmer agrees to remit the license fees and other payments, if any, as described in Exhibit C, or as otherwise negotiated, on a timely basis.
4.3 Programmer agrees to provide the Interactive Programs to any System Operator under the terms described in Exhibit D, and agrees that Wink may provide a copy of Exhibits A and D to any System Operator as evidence of Programmer's agreement to supply the Interactive Programs under such terms.
4.4 Programmer may choose to utilize other products and services of Wink from time to time. These services will be extended by Wink to Programmer at the then prevailing retail rate.
RATES AND DEPLOYMENT. 4.1 Programmer agrees to provide Interactive Programs for the programming services described in Exhibit A, and subject to the programming commitment defined in 3.4 above.
4.2 Programmer agrees to remit the license fees and other payments as described in Exhibit C on a timely basis.
4.3 Programmer agrees to provide the Interactive Programs to any multi channel video operator in the Territory with whom Programmer already has an agreement for carriage of the MTV Networks services set forth herein ("System Operators") under the terms described in Exhibit D, and agrees that Wink may provide a copy of Exhibits A and D to any System Operator as evidence of Programmer's agreement to supply the Interactive Programs under such terms. Wink shall require System Operators to comply with the confidentiality provisions of section 12 below.
4.4 Programmer may choose to utilize other products and services of Wink (as set forth in Exhibits B or C) from time to time under this Agreement. These services will be extended by Wink to Programmer at the rates set forth therein; however, such prices shall at all times be extended on a most favored nations basis with regard to all other cable programmers utilizing such Wink services.
4.5 Wink agrees to extend certain license fee and installation terms described in Exhibit C to other programming services Owned and operated by Programmer or Programmer's parent company, Viacom. Such programming services must agree to the same minimum [*] programming commitment described in section 3.
RATES AND DEPLOYMENT. 4.1 Programmer agrees to remit the license fees and other payments as described in Exhibit C on a timely basis in the manner described below.
4.2 At the end of each quarter CourtTV will report to Wink on incremental gross revenue generated by CourtTV from Wink program and ad enhancements, and will pay Wink [*] of such gross revenues until the cumulative accrued license and installation fees are paid. Unrecovered accrued license and installation fees are added to the next quarter's accrued license fees. Incremental gross revenues generated by Wink include ad and sponsorship premiums, gross margins on Wink transactions and other activity directly attributable to Wink. The method described in this paragraph is the only way Wink can recover accrued license fees.
4.3 Programmer agrees to provide the Interactive Programs to any multichannel video operator in the United States or Canada with whom Programmer already has an agreement for carriage of Programmer's video programming ("System Operators") under the terms described in Exhibit D, and agrees that Wink may provide a copy of Exhibits A and D to any System Operator as evidence of Programmer's agreement to supply the Interactive Programs under such terms.
4.4 Programmer may choose to utilize other products and services of Wink from time to time under this Agreement. These services will be extended by Wink to Programmer at the then prevailing retail rate.
RATES AND DEPLOYMENT. 4.1 Affiliate shall have the right and option to include up to two (2) additional 2-way Wink capable advanced analog and/or digital Operating Areas under this Agreement as long as such Operating Areas launch prior to or on December 31, 1999, and such Operating Areas shall each be considered a Launch Market. Launch Market is defined as a Comcast market that receives no license fee, installation, or integration fees for the term of this Agreement. In the event that Comcast adds a 2nd or 3rd market to this Agreement per the launch option above, Affiliate agrees that such Launch Markets shall deploy WINK to all advanced analog and/or digital households and shall be governed by the terms of this Agreement.
4.2 Affiliate understands that the Enhanced Broadcasting service is delivered from National Broadcasters and National Cable Programming Services (hereinafter collectively referred to as "Programmers") in the VBI of the Programmers Video Signal. If Affiliate experiences problems with the Enhanced Broadcasting delivery system, Affiliate will reasonably cooperate with Wink to remedy such problems.
4.3 Wink agrees to revenue share with Affiliate on all transaction processing fees associated with the Enhanced Broadcasting applications. Wink agrees to share [ * ] percent of gross transaction processing fees (including, but not limited to Purchase Transaction Fees and Request Transaction Fees). See Schedule A.
RATES AND DEPLOYMENT. 4.1 Programmer agrees to remit the license fees and other payments as described in Exhibit C on a timely basis.
4.2 Programmer agrees to provide the Interactive Programs to any multichannel video operator in the United States or Canada with whom Programmer already has an agreement for carriage of Programmer's video programming ("System Operators") under the terms described in Exhibit D, and agrees that Wink may provide a copy of Exhibits A and D to any System Operator as evidence of Programmer's agreement to supply the Interactive Programs under such terms.
4.3 Programmer may choose to utilize other products and services of Wink from time to time under this Agreement. These services will be extended by Wink to Programmer at the then prevailing retail rate.
RATES AND DEPLOYMENT. 4.1 Effective at Launch (hereinafter Launch being defined as the time when there exists any Wink Subscriber receiving Wink's Enhanced Broadcasting applications in an Operating Area), Affiliate agrees to remit payments per Operating Area as defined in 4.2. Technical Support (see Schedule F) shall be provided at no charge for a period of sixty (60) days following Launch for those Systems deploying Wink in 1998. Proprietary and Confidential
4.2 Affiliate Launch Market is defined as those advanced analog and digital markets, not to exceed three (3) Systems, to deploy Wink capable set top boxes in 1998. Launch Markets shall receive the Launch Pricing (see below).
