Common use of Restrictions on License Clause in Contracts

Restrictions on License. Licensee agrees that without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film may be delivered, transmitted or exhibited (i) by any means other than as part of the Licensed Service, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside of the Territory, or (v) outside its License Period; (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit or deliver the Licensed Films in a high definition up-converted or analogous format or in a low resolution, down-converted, or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect the picture quality of the Licensed Service at such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve any such issues prior to suspension. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film of which it becomes aware; provided, however, that the inadvertent failure to provide such notice shall not be a breach of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 shall not permit and the Licensed Service shall not include (i) operating on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed Service.

Restrictions on License. Licensee agrees that that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license hereunder does not grant any right to Licensee to exhibit or authorize the exhibition of the Included Programs as part of or together with any non-optional premium pay or Subscription Pay Television service for which the subscriber must pay a fee to receive such premium pay or Subscription Pay Television service, regardless of whether the fee charged therefor is included in the fee to receive Basic Television services or to charge a fee for the Licensed Service(s) in addition to (either separate from or included in) any charges for Basic Television; (b) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film Included Program may be delivered, transmitted transmitted, exhibited or exhibited (i) by any means authorized for reception other than as part of expressly set forth in the Licensed Service, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside of the Territory, or (v) outside its Basic Television License PeriodAgreement; (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; (e) no Included Program may be delivered, transmitted, exhibited or authorized for reception in any common area, lobbies or hallways of any Affiliated Institutions or in places where an admission fee is charged or in any places of public accommodation, access or use including bars, lounges, restaurants or common areas, nor may any Included Program be physically delivered for playback in a home or dwelling unit or in a room of an Affiliated Institution; [and] (f) no Included Program may delivered, transmitted, exhibited or authorized for reception where the originating or intermediary source of transmission is free broadcast television; [and (eg) Licensee shall not have the right to transmit transmit, exhibit or deliver the Licensed Films Included Programs in a high definition definition, up-converted or analogous format or in a low resolution, down-convertedconverted format].1415 Shared Channel. Where there is more than one Basic Television service on a single channel, each such service shall be considered a separate channel. In no event shall Licensee be entitled to exhibit an Included Program pursuant to the licenses granted in this Agreement for reception on more than one channel (or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording more than one service of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality shared channel) of the Licensed Service at one television set of a subscriber or more located in a room in an Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect the picture quality of the Licensed Service at such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve any such issues prior to suspension. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film of which it becomes aware; provided, however, that the inadvertent failure to provide such notice shall not be a breach of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 shall not permit and the Licensed Service shall not include (i) operating on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed Service.Institution.16

Restrictions on License. a. Any and all rights in and to the Item/Items not expressly granted hereunder are reserved by Licensor. Licensee agrees acknowledges that without the specific written consent License is not a transfer or forfeit by Licensor of Licensorany copyright, trademark, trade secret, proprietary information, or except moral rights. Additionally, Licensee acknowledges that any use of the phrase “Copyright-free” in relation to Licensor’s work does not represent a forfeit or transfer of any rights, and that the aforementioned phrase is in reference to legitimate use of any Musical Work being “free” of the risk of “Copyright strikes” on websites such as otherwise set forth herein: YouTube. b. The License does not allow Licensee to record or produce new performances, covers, or remixes of Item/Items. c. The validity of License is predicated on compliance with this Agreement by Licensee and Licensee’s personnel, partners, contractors, and anyone else Licensee authorizes to assist with the creation and distribution of Production. (a"Representatives") A License is also predicated on Licensor’s receipt of full payment of the license granted hereunder may applicable price for the License and Item/Items as specified in the Receipt. Any refund, chargeback, or other event initiated by Licensee which deprives Licensor of the full payment stated on the receipt will result in immediate termination of the License. d. Licensee acknowledges that any use of the term “Royalty-free” in this document, or on xxxxx://xxx.xxxxxx-xxxxxx.net/ or xxxxx://xxx.xxxxx.xxx/ does not be assigned, licensed refer to any royalties owed or sublicensed in whole due to Performance Rights Organizations. There is no waiver of any Performance Rights Organization royalties or in part; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film may be delivered, transmitted or exhibited (i) by any means other than cue sheet obligations. If Item/Items is used as part of the Licensed Serviceany broadcast or any other such public performance, Licensee will make a reasonable effort to ensure an accurate cue sheet is filed either to IMRO directly, or to an established Performing Rights Organization, or such other similar organization local to Licensee (iiincluding, but not limited to ASCAP, BMI, SESAC, SACEM, GEMA, SDRM, PRS, MCPS, SOCAN, etc.) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside which will ensure that IMRO is made aware of the Territorypublic performance of the Item/Items. Licensee acknowledges that Licensor is a member of IMRO, registered under the name Xxxxxx Xxxxxx Xxxxxxxx X’Xxxxx, and has a CAE/IPI number of 843124557. e. Licensee may not allow any third party to directly access Item/Items, except for the purpose of creation, broadcast, transmission, publication, or (v) outside its License Period; (d) no person or entity shall be authorized or permitted by Licensee to do any distribution of Productions created under the terms of the acts forbidden herein; and (e) License. If Licensee shall not have the right to transmit or deliver the Licensed Films in a high definition up-converted or analogous format or in a low resolution, down-converted, or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect the picture quality of the Licensed Service at such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve any such issues prior to suspension. Licensee shall promptly notify Licensor becomes aware of any unauthorized transmissions access to any Item/Items, Licensee is required to notify Licensor via email within 48 hours of the discovery. Licensee may not superficially modify any Item/Items and sell or exhibitions of any Licensed Film of which license it becomes aware; providedto third parties. f. Licensee may not use the Item/Items to manufacture, howeverdistribute, that or sell predominantly audio products such as jukeboxes, CDs, records, mp3s, or streaming services, if Item/Items are not synchronized or combined with other audio or visual content to create a derivative work as permitted by the inadvertent failure License. Licensee cannot use Item/Items to provide such notice shall create a CD, soundtrack album, or other music compilation to give away or sell. g. Licensee may not be a breach of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 shall not permit and place the Licensed Service shall not include (i) operating Item/Items on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combinationproduct or platform that makes it available in a manner such that a third party can, without extraordinary effort, extract, access or reproduce it as a service charge, a separate video-on-demand charge digital audio file. (An exception is granted for distribution of digital audio files with software developed by Licensee or other charge but is entitled to a reduction such multimedia products created by Licensee which utilizes the Item/Items). h. Licensee may not sell or series of reductions thereto license Item/Items as ringtones, in-store background music, or music for use on a program-telephony systems. i. Licensee may not misrepresent their License as an endorsement by, collaboration with, or any other such association with Licensor without express written permission. j. Licensee may not use the Item/Items in any way that would hinder legitimate use by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (other licensees, including, without limitation, so-called “subscription video-on-demand”) or the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right but not limited to receive Licenseeregistration in digital fingerprinting systems such as YouTube’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed ServiceContent ID.

Restrictions on License. 2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in partpart other than as expressly permitted hereunder in Section 2.5 of the VOD General Terms and Section 3.7 of the DHE General Terms; (b) no Licensed Film Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than for a SubscriberPersonal Use; (c) no Licensed Film Included Program may be delivered, transmitted or exhibited (i) by any means other than as part of the Licensed Service, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside of the Territory, or (v) outside its License Periodexpressly set forth herein; (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit transmit, exhibit or deliver the Licensed Films Included Programs in a high definition definition, up-converted or analogous format or in a low resolution, down-convertedconverted format; (f) neither the DHE Service nor the VOD Service shall be co-branded, sublicensed or analogous formatsub-distributed and (g) the license hereunder expressly prohibits the storage, transcoded recording or analogous format or via electronic downloadingso-called secure burn of any Included Program (other than as expressly permitted herein) until such time as otherwise agreed in writing between the parties. It is hereby acknowledged and agreed by Licensor that Licensee may use third party contractors to deliver its services, or Internet delivery or provided that Licensee will be responsible for ensuring that all such third party contractors comply with the terms of this Agreement and Licensee remains primarily liable to permit Licensor for the storage or recording acts and omissions of a Licensed Filmsuch third party contractors. If, in Licensor’s reasonable opinion, Notwithstanding anything to the picture quality contrary contained herein and for avoidance of the Licensed Service at one or more Affiliated Hotels is unacceptabledoubt, Licensor reserves the right acknowledges and agrees that any and all rights and obligations granted to (i) inspect the picture quality Licensee hereunder are granted to or can be undertaken by each and every one of the Licensed Service at such Affiliated Hotels its direct and any other Affiliated Hotels at indirect subsidiaries, each of which the Licensed Service is reasonably likely may from time to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve time undertake any such issues prior to suspensionrights and obligations for and on behalf of Licensee. Licensee shall promptly immediately notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film Included Program of which it becomes aware; provided, however, that . 2.2 Licensee shall be fully responsible for customer support and maintenance of Included Programs distributed by Licensee during the inadvertent failure to provide such notice shall not be a breach of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 shall not permit Term and the Licensed Service shall not include (i) operating on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buysthereafter, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents replacing files and warrants that no amount other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed Serviceassociated license entitlements .

Restrictions on License. Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film Included Program may be delivered, transmitted or exhibited (i) by any means other than as part set forth in Section 2.1; (c) except as otherwise provided for in Sections 2.7 and 2.8 of the Licensed ServiceSchedule B, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Videoeach Included Program must remain in its approved level of resolution and not down- or up-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside of the Territory, or (v) outside its License Periodconverted; and (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit or deliver the Licensed Films in a high definition up-converted or analogous format or in a low resolution, down-converted, or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect conduct an initial inspection of and approve the picture quality and user experience of the Licensed SVOD Service at such Affiliated Hotels and within sixty (60) days of the Launch Date. Thereafter, when Licensee makes any other Affiliated Hotels at which modification that results in a material adverse change to the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition user experience of the Licensed Films on the Licensed Service at all such Affected Hotels, provided thatSVOD Service, Licensee shall be provided with written notice so notify Licensor, and two days Licensor shall have the right to resolve any inspect and approve such issues prior to suspensionmodified picture quality and user experience. Licensee shall promptly immediately notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film Included Program of which it becomes aware. Notwithstanding anything to the contrary in this Agreement, including without limitation this Section 2.2, Licensee shall be permitted to offer the SVOD Service, including the Included Programs licensed hereunder, on Approved Devices via Approved Delivery where a Registered User must use a third party software or service (including without limitation an Application) and/or make payment to a third party to access the SVOD Service (e.g., pay an additional charge or subscription fee to a service provider in order to access the bundled service that provides the ability to subscribe to the SVOD Service) (“Third Party Fees”); provided that Licensee represents and warrants that it shall not receive any portion of such Third Party Fees at any time and provided, howeverfurther, that the inadvertent failure to provide such notice shall Third Party Fees are not be a breach of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 shall not permit and the Licensed Service shall not include (i) operating charged on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate transactional video-on-demand charge or per-view basis. Such third parties may also offer interactive features, such as chat functionality or other charge communication features, that overlay the SVOD Service but is entitled are not initiated by Licensee. By way of example only, the SVOD Service may be offered through a game console such as the Sony PlayStation 3 or Microsoft Xbox, wherein access to the SVOD Service by Registered Users through such Approved Device requires the payment of a reduction Third Party Fee to Sony Corporation of America or series Microsoft Corporation (in addition to subscription fees billed by Licensee) for access to the SVOD Service or a tier of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or bundled service that includes the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed SVOD Service.

Restrictions on License. 3.1 “Restrictions” Except as reasonably required to use the Licensed Technology in accordance with this Agreement and, except for copies solely for back-up, archival, stand-by, disaster recovery, testing and quality assurance purposes, Licensee agrees that without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film may be delivered, transmitted or exhibited (i) by any means other than as part of copy the Licensed Service, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside of the Territory, or (v) outside its License Period; (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit or deliver the Licensed Films in a high definition up-converted or analogous format or in a low resolution, down-converted, or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect the picture quality of the Licensed Service at such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided Technology except with written notice and two days to resolve any such issues prior to suspension. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film of which it becomes aware; provided, however, that the inadvertent failure to provide such notice shall not be a breach of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 shall not permit and the Licensed Service shall not include (i) operating on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent. Licensee must reproduce and include Licensor’s copyright notice and any other proprietary notices that appear on the original Licensed Technology on any copies and any media therefor. Licensor shall deliver to Licensee Software keys solely for back-up, archival, stand-by, disaster recovery, testing and quality assurance copies of the Licensed Technology. Any and all use of the Licensed Technology shall be in accordance with the terms and conditions of this Agreement. Except as otherwise expressly provided in this Agreement or previously approved in writing by Licensor, Licensee shall not and shall not allow any third party to: (a) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or derive any source code or underlying ideas, algorithms, structure or organization from the Licensed Technology or from any other information by any means whatsoever; (b) distribute, disclose or allow use of any of the Licensed Technology in any format through any timesharing device, service bureau, network or by any other means, to or by any third party other than Licensee’s personnel; (c) remove or obscure any identification, copyright or other proprietary or restrictive notices or legends contained or included in any of the Licensed Technology; or (d) modify, incorporate into or with other software or create a derivative work of the Licensed Technology or any portion thereof. A software protection key will be incorporated into the Software to protect against unlawful duplication and copyright infringement. ANY ATTEMPTS TO REVERSE ENGINEER, COPY OR OTHERWISE USE THE SOFTWARE IN VIOLATION OF THIS SECTION 3.1 WILL IMMEDIATELY VOID ALL WARRANTIES TO THE SOFTWARE UPON LICENSOR’S NOTICE TO LICENSEE IN ACCORDANCE WITH SECTION 8.2 (b). 3.2 “two-for- oneAudit Rights” promotions Licensor will have access to such portion of Licensee’s records and premises to allow Licensor to determine whether Licensee is in compliance with the terms and conditions of this Agreement. Such inspection and audit shall be conducted by an independent third party auditor selected and paid by Licensor and reasonably acceptable to Licensee, and such auditor shall be required to sign a confidentiality agreement in a form containing terms and conditions customarily found in such agreements. Such access will be: (a) not more than once each twelve (12) month period; (b) during Licensee’s regular business hours, on reasonable written notice; and (c) arranged so that, to the extent possible, Licensee’s regular business activities are permitted minimally disrupted. Licensee will immediately correct any deficiencies discovered in the course of the audit. If the results of any such audit reveal that Licensee is not in compliance with the terms and conditions of this Agreement (or, with respect to Licensor’s payment obligations, has underpaid Licensor by greater than five percent (5%), then Licensee shall pay or reimburse Licensor for the costs and expenses incurred by Licensor with respect to such audit; otherwise, Licensor shall be responsible for all such costs and expenses. 4 Maintenance Services; Training; Source Code Escrow. 4.1 “Maintenance” Licensor will provide maintenance services in accordance with the Maintenance Agreement attached hereto as Exhibit C for so long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access uses the Licensed Service.Technology and pays Maintenance Fees. 4.2 “Training” At Licensee’s expense, Licensor will train Licensee employees and agents selected by Licensee in the maintenance of the Licensed Technology at the rates set forth in Exhibit B. Licensor further agrees to provide a reasonable fee based service to train end user support teams of Licensee, as determined by Licensor in its sole and reasonable discretion. 5

Restrictions on License. 2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in partpart other than to an Affiliate of Licensee (provided that any act or omission by such Affiliate which would be a breach of this Agreement if done or failed to be done by Licensee shall be deemed to be a breach of this Agreement by Licensee); (b) no Licensed Film Included Program may be delivered, transmitted, exhibited or otherwise shown to anyone other than for a SubscriberPersonal Use; (c) no Licensed Film Included Program may be delivered, transmitted or exhibited (i) by any means other than as part of the Licensed Service, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside of the Territory, or (v) outside its License Periodexpressly set forth herein; (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit transmit, exhibit or deliver the Licensed Films Included Programs in a high definition definition, up-converted or analogous format or in a low resolution, down-convertedconverted format unless expressly provided for herein; (f) neither the DHE Service nor the VOD Service shall be sub-distributed other than to an Affiliate of Licensee (provided that any act or omission by such Affiliate which would be a breach of this Agreement if done or failed to be done by Licensee shall be deemed to be a breach of this Agreement by Licensee); (g) the license hereunder expressly prohibits the storage, recording or analogous formatso-called secure burn of any Included Program (other than as expressly permitted herein) until such time as otherwise agreed in writing between the parties; and (h) no Included Program may be retransmitted and/or redistributed either by Licensee or by the Customer in a viewable, transcoded unencrypted form by means of digital file copying or analogous format retransmission or via electronic downloadingby burning, downloading or Internet delivery or other copying of such Included Program to permit any removable medium (such as a DVD) from the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of initial download targeted by the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect the picture quality and distributing copies of the Licensed Service at such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films Included Program on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve any such issues prior to suspension. removable medium. 2.2 Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film Included Program of which it becomes aware; provided, however, that . 2.3 Licensee shall be fully responsible for customer support and maintenance of DHE Included Programs sold during the inadvertent failure to provide such notice shall not be a breach of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 shall not permit DHE Term and the Licensed Service shall not include (i) operating on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buysthereafter, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents replacing files and warrants that no amount associated license entitlements other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed Serviceas expressly permitted herein.

Restrictions on License. Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way, other than separate and apart from the technical distribution of the SVOD Service by third party contractors in accordance with clause 24; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film Included Program may be delivered, transmitted or exhibited (i) by any means other than as part set forth in Clause 2.1; (c) except as otherwise provided for in Clauses 2.7 and 2.8 of the Licensed ServiceSchedule B, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Videoeach Included Program must remain in its approved level of resolution and not up-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside of the Territory, or (v) outside its License Periodconverted; and (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit or deliver the Licensed Films in a high definition up-converted or analogous format or in a low resolution, down-converted, or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect conduct an initial inspection of and approve the picture quality and user experience of the Licensed SVOD Service at such Affiliated Hotels and within sixty (60) days of the Launch Date. Thereafter, when Licensee makes any other Affiliated Hotels at which modification that results in a material adverse change to the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition user experience of the Licensed Films on the Licensed Service at all such Affected Hotels, provided thatSVOD Service, Licensee shall be provided with written notice so notify Licensor, and two days Licensor shall have the right to resolve any inspect and approve such issues prior to suspensionmodified picture quality and user experience. Licensee shall promptly immediately notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film Included Program of which it becomes aware. Notwithstanding anything to the contrary in this Agreement, including without limitation this Clause 2.2, Licensee shall be permitted to offer the SVOD Service, including the Included Programs licensed hereunder, on Approved Devices via Approved Delivery where a Registered User must use a third party software or service (including without limitation an Application) and/or make payment to a third party to access the SVOD Service (e.g., pay an additional charge or subscription fee to a service provider in order to access the bundled service that provides the ability to subscribe to the SVOD Service) (“Third Party Fees”); provided that Licensee represents and warrants that it shall not receive any portion of such Third Party Fees at any time and provided, howeverfurther, that the inadvertent failure to provide such notice shall Third Party Fees are not be a breach of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 shall not permit and the Licensed Service shall not include (i) operating charged on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate transactional video-on-demand charge or per-view basis. Such third parties may also offer interactive features, such as chat functionality or other charge communication features, that overlay the SVOD Service but is entitled are not initiated by Licensee. By way of example only, the SVOD Service may be offered through a game console such as the Sony PlayStation 3 or Microsoft Xbox, wherein access to the SVOD Service by Registered Users through such Approved Device requires the payment of a reduction Third Party Fee to Sony Corporation of America or series Microsoft Corporation (in addition to subscription fees billed by Licensee) for access to the SVOD Service or a tier of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or bundled service that includes the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed SVOD Service.

Restrictions on License. Licensee agrees that without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Program be sub-distributed in any way; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film Included Program may be delivered, transmitted or exhibited (i) by any means other than as part of the Licensed Service, set forth in Section 2.1; (iic) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes no Included Program in Affiliated Hotels, (iv) outside of the TerritoryHigh Definition may be transmitted to, or exhibited on, an Approved IP Device that is a personal computer or Portable Device; provided, that if Licensor grants to any Other SVOD Distributor [(v) outside its License Periodexcluding a Sony SVOD Service Distributor)][DISCUSS (could Crackle have HD, e.g.,)] the right to transmit motion pictures that are also Included Programs hereunder in High Definition for exhibition on personal computers or devices that are equivalent to Portable Devices, Licensor shall offer Licensee the right to transmit such Included Programs in High Definition for exhibition on personal computers and/or Portable Devices (as applicable), provided Licensee matches all terms and conditions directly related to such transmission and exhibition, including, without limitation, content protection requirements [and financial terms][OPEN]; and (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit or deliver the Licensed Films in a high definition up-converted or analogous format or in a low resolution, down-converted, or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect the picture quality of the Licensed Service at such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve any such issues prior to suspension. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film Included Program of which it becomes aware; provided, however, that the Licensee’s inadvertent failure to provide such notice do so shall not be considered a breach of this Agreement hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 No Included Program shall be transmitted or exhibited by Licensee (and Licensee shall cause each of the Authorized Systems not permit to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or transmitted by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) to any person other than to an Authorized Subscriber within the Territory during the Term as part of the Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not include authorize (iand shall cause the Authorized Systems to not authorize) operating on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge transmission of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount Included Program other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed ServicePermitted Use.

Restrictions on License. Licensee agrees that without the specific prior written consent of Licensor, or except as otherwise set forth hereinin this Agreement: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film Included Program may be delivered, transmitted transmitted, exhibited or exhibited (i) by any means authorized for reception other than as part set forth in Article 2 of the Licensed Service, (ii) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes in Affiliated Hotels, (iv) outside VOD/SVOD Terms and Article 2 of the Territory, or (v) outside its License PeriodDHE Terms; (dc) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (ed) Licensee shall not have the right to transmit or deliver the Licensed Films Included Programs in a high definition up-converted or analogous format or in a low resolution, down-converted, converted or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect and approve the picture quality and user experience of the Licensed Service at with Licensee’s prior consent, with such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely consent not to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve any such issues prior to suspensionunreasonably withheld. Licensee shall promptly immediately notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film Included Program of which it becomes aware; provided, however, that the inadvertent failure to provide such notice . Licensee shall not be permitted in any event to (a) offer or conduct promotional campaigns for the VOD Included Programs or DHE Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) or (b) bundle the VOD Included Programs or DHE Included Programs with other programs, without Licensor’s prior written consent. Without limiting the foregoing, in the event Licensor reasonably believes that the inclusion of any Included Program in a breach promotional offer could materially jeopardize Licensor’s business relationship with any third party licensee of such Included Program in the Territory, Licensor shall have the right (with 7 days’ prior written notice to Licensee) to remove such Included Program from the Licensed Service. Licensor shall not exercise the foregoing removal right solely for purposes of frustrating the intent of this Agreement provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in natureAgreement. The license granted herein at Section 2.1 Licensee shall not permit and charge any club fees, access fees, monthly service fees or similar fees for general access to the Licensed VOD Service shall not include or DHE Service (i) operating whether direct or indirect), or offer the VOD Included Programs or DHE Included Programs on a subscription basis or negative option basis (i.e., a fee arrangement whereby a consumer customer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or a series of reductions thereto on a programtitle-by program by-title basis if such consumer customer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwisetitle) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount shall not be permitted to bundle the VOD Service or SVOD Service or DHE Service with any other than the actual retail price for a Licensed Film products or service offering; however, Licensee shall be payableable to bundle promotions from the Licensee’s theatrical exhibition business with the VOD Service, directly or indirectlySVOD Service and/or DHE Service. Licensee may offer free trials of the SVOD Service, by Subscribers to access but shall do so in strict accordance with the Licensed Service.requirements set forth in Section 12.10 of this Schedule A.

Restrictions on License. Licensee agrees that without the specific written consent of Licensor, or except as otherwise set forth herein: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part, nor may any Included Series be sub- distributed in any way; (b) no Licensed Film may be exhibited or otherwise shown to anyone other than a Subscriber; (c) no Licensed Film Included Series may be delivered, transmitted or exhibited (i) by any means other than as part of the Licensed Service, set forth in Section 2.1; (iic) using a delivery system other than Approved Transmission Means, (iii) other than on a Video-On- Demand or Pay-Per-View basis to Approved Set-Top Boxes no Included Series in Affiliated Hotels, (iv) outside of the TerritoryHigh Definition may be transmitted to, or exhibited on, an Approved IP Device; provided, that if Licensor grants to any Other SVOD Distributor (vexcluding a Sony SVOD Service Distributor) outside its License Periodthe right to transmit Series that are also Included Series hereunder in High Definition for exhibition on Approved IP Devices, Licensor shall offer Licensee the right to transmit such Included Series in High Definition for exhibition on Approved IP Devices, provided Licensee matches all terms and conditions directly related to such transmission and exhibition, which may include, without limitation, content protection requirements and financial terms; and (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (e) Licensee shall not have the right to transmit or deliver the Licensed Films in a high definition up-converted or analogous format or in a low resolution, down-converted, or analogous format, transcoded or analogous format or via electronic downloading, or Internet delivery or to permit the storage or recording of a Licensed Film. If, in Licensor’s reasonable opinion, the picture quality of the Licensed Service at one or more Affiliated Hotels is unacceptable, Licensor reserves the right to (i) inspect the picture quality of the Licensed Service at such Affiliated Hotels and any other Affiliated Hotels at which the Licensed Service is reasonably likely to experience the same unacceptable picture quality (collectively, “Affected Hotels”) and (ii) suspend exhibition of the Licensed Films on the Licensed Service at all such Affected Hotels, provided that, Licensee shall be provided with written notice and two days to resolve any such issues prior to suspension. Licensee shall promptly notify Licensor of any unauthorized transmissions or exhibitions of any Licensed Film Included Series of which it becomes aware; provided, however, that the Licensee’s inadvertent failure to provide such notice do so shall not be considered a breach of this Agreement hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. The license granted herein at Section 2.1 No Included Series shall be transmitted or exhibited by Licensee (and Licensee shall cause each of the Authorized Systems not permit to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement. Without limiting the generality of the foregoing, no Included Series shall be exhibited or transmitted by Licensee (and Licensee shall cause each of the Authorized Systems not to so transmit or exhibit) to any person other than to an Authorized Subscriber within the Territory during the Term as part of the Licensed Service in the medium of Subscription Video-On-Demand, or transmitted other than by an Approved Transmission Means in an Approved Format to Approved Devices for Permitted Use. Licensee shall not include authorize (iand shall cause the Authorized Systems to not authorize) operating on a negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate video-on-demand charge or other charge but is entitled to a reduction or series of reductions thereto on a program-by program basis if such consumer affirmatively elects not to receive or have available for reception such program) or operating on a subscription basis (including, without limitation, so-called “subscription video-on-demand”) or the charge transmission of any monthly service fee for the privilege of receiving the Licensed Service (distinguished from fees payable for the right to receive Licensee’s monthly subscription television service) or the charge of any “access”, periodic, “subscription” or “club” fee; or (ii) the offering of free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent, provided “two-for- one” promotions are permitted as long as each Licensed Film included therein counts as a Subscriber Transaction. Licensee represents and warrants that no amount Included Series other than the actual retail price for a Licensed Film shall be payable, directly or indirectly, by Subscribers to access the Licensed ServicePermitted Use.