Common use of Restrictions on License; Reservation of Rights Clause in Contracts

Restrictions on License; Reservation of Rights. 2.1 Licensee agrees that it is of the essence of the Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) other than as set forth in Section 21 hereof, the License may not be assigned, licensed or sublicensed in whole or in part, (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than a Subscriber; (c) no Included Program may be delivered, transmitted, exhibited or otherwise shown by any means other than as set forth in Section 2 of the Agreement; (d) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein or by the Agreement; and (e) except to the extent such rights are granted pursuant to Section 2.2.1 of the Agreement, Licensee shall not have the right to deliver, transmit, exhibit or otherwise show any Included Program in a high definition, up converted or analogous format or in a low resolution, down converted format. 2.2 Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Programs of which it becomes aware. 2.3 All licenses, rights and interest in, to and with respect to the Included Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee including, without limitation, theatrical, non-theatrical, home video, subscription pay television, basic cable television, free broadcast television, and basic cable television on demand or subscription video-on- demand rights, shall be and are specifically and entirely reserved by and for Licensor. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that Licensee has no right in the Included Programs or the images or sound embodied therein, other than the right to exhibit the Included Programs in strict accordance with the terms and conditions set forth in the Agreement. Except as otherwise set forth in the Agreement, it is explicitly understood that the entering into of the Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Included Programs or the images or sound embodied therein, and nothing contained in the Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Included Programs or the images or sound embodied therein and Licensor retains the right to fully exploit the Included Programs without limitation.

Restrictions on License; Reservation of Rights. 2.1 Licensee agrees that it is of the essence of the this Agreement that, without the specific prior written consent of Licensor, or except as otherwise set forth herein: (a) other than as set forth in Section 21 hereof, the License license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, ; (b) no Included Program may be delivered, transmitted, transmitted or exhibited or otherwise shown (i) to anyone other than a Subscriber; Passenger, (cii) no Included Program may be delivered, transmitted, exhibited or otherwise shown by any means other than as set forth in Section 2 via the Licensed Services, (iii) using delivery means other than Approved Delivery Means, (iv) other than to Approved Devices, (v) outside of the Agreementan Aircraft, or (vi) outside its License Period; (dc) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein or by the Agreementherein; and (ed) except to the extent such rights are granted pursuant to Section 2.2.1 of the Agreement, Licensee shall not have the right to deliver, transmit, exhibit transmit or otherwise show any deliver the Included Program Programs in a high definition, up up-converted or analogous format or in a low resolution, down converted down-converted, transcoded or analogous format. 2.2 . Licensee shall promptly not itself, and shall not authorize any Passenger, to distribute the Included Programs by means of Viral Distribution. Licensor reserves the right to inspect and approve the picture quality and user experience of the Licensed Services. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Programs Program of which it becomes aware. 2.3 . All licenses, rights and interest in, to and with respect to the Included Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee (including, without limitation, theatrical, non-theatrical, home video, digital electronic sale/downloading, sell-through video downloading, subscription pay television, basic cable television, free broadcast television, pay-per-view, high definition television, so-called “subscription video on demand”, and basic cable television on demand any so-called PVR or subscription video-on- demand “personal video recorder” rights, ) shall be and are specifically and entirely reserved by and for Licensor. Without limiting Licensor reserves all copyrights, and all the generality of other rights in the foregoing, images and sound embodied in the Included Programs. Licensee acknowledges and agrees that Licensee has no right in the Included Programs or the images or sound embodied therein, other than the right to exhibit the Included Programs in strict accordance with the terms and conditions set forth in the this Agreement. Except as otherwise set forth in the Agreement, it It is explicitly understood that the entering into of the this Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Included Programs or the images or sound embodied thereinPrograms, and nothing contained in the this Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Included Programs or the images or sound embodied therein and Licensor retains the right to fully exploit the Included Programs and Licensor’s rights therein without limitation.

Restrictions on License; Reservation of Rights. 2.1 Licensee agrees that it is of the essence of the this Agreement that, without the specific prior written consent of Licensor, or except as otherwise set forth herein: (a) other than as set forth in Section 21 hereof, the License license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, ; (b) no Included Licensed Program may be delivered, transmitted, transmitted or exhibited or otherwise shown (i) to anyone other than a Subscriber; Passenger, (cii) no Included Program may be delivered, transmitted, exhibited or otherwise shown by any means other than as set forth in Section 2 the Licensed Services, (iii) using a delivery system other than an Approved Delivery Mean, (iv) other than to Approved Devices, (v) outside of the Agreementan Aircraft, or (vi) outside its License Period; (dc) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein or by the Agreementherein; and (ed) except to the extent such rights are granted pursuant to Section 2.2.1 of the Agreement, Licensee shall not have the right to deliver, transmit, exhibit transmit or otherwise show any Included Program deliver the Licensed Programs in a high definition, up up-converted or analogous format or in a low resolution, down converted down-converted, transcoded or analogous format. 2.2 . Licensee shall promptly not itself, and shall not authorize any Passenger, to distribute the Licensed Programs by means of Viral Distribution. Licensor reserves the right to inspect and approve the picture quality and user experience of the Licensed Services. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Programs Licensed Program of which it becomes aware. 2.3 . All licenses, rights and interest in, to and with respect to the Included Licensed Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee (including, without limitation, theatrical, non-theatrical, home video, digital electronic sale/downloading, sell-through video downloading, subscription pay television, basic cable television, free broadcast television, and basic cable television on demand or subscription video-on- demand on-demand, high definition television, so-called “subscription video on demand”, and any so-called PVR or “personal video recorder” rights, ) shall be and are specifically and entirely reserved by and for Licensor. Without limiting Licensor reserves all copyrights, and all the generality of other rights in the foregoing, images and sound embodied in the Licensed Programs. Licensee acknowledges and agrees that Licensee has no right in the Included Licensed Programs or the images or sound embodied therein, other than the right to exhibit the Included Licensed Programs in strict accordance with the terms and conditions set forth in the this Agreement. Except as otherwise set forth in the Agreement, it It is explicitly understood that the entering into of the this Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Included Programs or the images or sound embodied thereinLicensed Programs, and nothing contained in the this Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Included Licensed Programs or the images or sound embodied therein and Licensor retains the right to fully exploit the Included Licensed Programs and Licensor’s rights therein without limitation.

Restrictions on License; Reservation of Rights. 2.1 Licensee agrees that it is of the essence of the Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) other than as set forth in Section 21 hereof, the License may not be assigned, licensed or sublicensed in whole or in part, (b) no Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than a Subscriber; (c) no Included Program may be delivered, transmitted, exhibited or otherwise shown by any means other than as set forth in Section 2 of the Agreement; (d) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein or by the Agreement; and (e) except to the extent such rights are granted pursuant to Section 2.2.1 of the Agreement, Licensee shall not have the right to deliver, transmit, exhibit or otherwise show any Included Program in a high definition, up converted or analogous format or in a low resolution, down converted format. 2.2 . Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Programs of which it becomes aware. 2.3 . All licenses, rights and interest in, to and with respect to the Included Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee including, without limitation, theatrical, non-theatrical, home video, subscription pay television, basic cable television, free broadcast television, and basic cable television on demand or subscription video-on- on-demand rights, shall be and are specifically and entirely reserved by and for Licensor. Without limiting the generality of the foregoing, Licensee acknowledges and agrees that Licensee has no right in the Included Programs or the images or sound embodied therein, other than the right to exhibit the Included Programs in strict accordance with the terms and conditions set forth in the Agreement. Except as otherwise set forth in the Agreement, it is explicitly understood that the entering into of the Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Included Programs or the images or sound embodied therein, and nothing contained in the Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Included Programs or the images or sound embodied therein and Licensor retains the right to fully exploit the Included Programs without limitation. License Fees. Licensee shall be responsible for the collection of all sums due from Subscriber Transactions. It is expressly agreed that, as between Licensee and Licensor, Licensee shall bear all collection risk for sums due from Subscriber Transactions, and, except as set forth in the Agreement, all Subscriber Transactions shall be included in the calculation of the aggregate PPV/VOD License Fees regardless of whether and when sums associated therewith are actually paid by the Subscriber.