Common use of Restrictions on License Clause in Contracts

Restrictions on License. 2.1 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) Licensee shall not knowingly Transmit any Included Program to anyone other than for a Personal Use; (c) Licensee shall not Transmit any Included Program other than as set forth at Section 2.1 and Section 3.5 of the Principal Terms; and (d) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein . 2.2 Licensor acknowledges that Licensee may use third party independent contractors or other third parties to deliver its services (“ Third Party Contractors”) and such use shall not be deemed a breach hereof; provided, that Licensee shall not be relieved of any of its obligations under this Agreement as a result of such use. Licensee shall be responsible for ensuring that all Third Party Contractors comply with the terms of this Agreement when performing services related to this Agreement and any act or omission by such Third Party Contractors that 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. 2.3 Licensee shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “ two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent. Licensee shall not charge any club fees, access fees, monthly service fees or similar periodic fees (whether direct or indirect) for the privilege of being able to view the Included Programs on a Video-On-Demand basis on the Licensed Service.

Restrictions on License. 2.1 Licensee agrees that without the specific written consent of Licensor 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) Licensee shall not knowingly Transmit any no Included Program to anyone other than for a Personal Use; (c) Licensee shall not Transmit any Included Program may be delivered, transmitted or exhibited other than as set forth at in Section 2.1 and Section 3.5 of the Principal Terms2.1;; or otherwise permitted in this Agreement; and (dc) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein . 2.2 herein. Licensee shall promptly notify Licensor acknowledges of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware; provided, however, that Licensee may use third party independent contractors or other third parties Licensee’s inadvertent failure to deliver its services (“ Third Party Contractors”) and such use do so shall not be deemed considered a breach hereof; provided, hereunder provided that such unauthorized transmission or exhibition is de minimus or otherwise immaterial in nature. No Included Program shall be transmitted or exhibited by Licensee (and Licensee shall cause each of the Authorized Systems not be relieved of any of its obligations under this Agreement as a result of such use. Licensee shall be responsible for ensuring that all Third Party Contractors comply to so transmit or exhibit) except in accordance with the terms and conditions of this Agreement when performing services related to this Agreement and any act Agreement. Without limiting the generality of the foregoing, no Included Program shall be exhibited or omission by such Third Party Contractors that would be a breach of this Agreement if done or failed to be done transmitted by Licensee shall be deemed to be any person other than to an Authorized Subscriber within the Territory during the Term as part of a breach Licensed Service in the medium of this Agreement Subscription Video-On-Demand, or transmitted other than by Licensee. 2.3 Licensee shall not be permitted an Approved Transmission Means in any event an Approved Format to offer or conduct promotional campaigns Approved Devices for the Included Programs offering free buys, including without limitation “ two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consentPermitted Use. Licensee shall not charge authorize the transmission of any club fees, access fees, monthly service fees or similar periodic fees (whether direct or indirect) Included Program other than for the privilege of being able to view the Included Programs on a Video-On-Demand basis on the Licensed ServicePermitted Use.

Restrictions on License. 2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor 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, separate and apart from the SVOD Service (i.e. other than the technical distribution of the SVOD Service by third party contractors (namely technical hosting, billing, signup and streaming partners which provide technical delivery services on behalf of Licensee to subscribers) in accordance with clause 25; (b) Licensee shall not knowingly Transmit any no Included Program to anyone other than for a Personal Use; (c) Licensee shall not Transmit any Included Program may be delivered, transmitted or exhibited other than as set forth at Section 2.1 in Clause 2.1; (c) except as otherwise provided for in Clauses 2.6 and Section 3.5 2.7 of the Principal TermsSchedule B, each Included Program must remain in its approved level of resolution and not up-converted; and (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein . 2.2 herein. Licensor acknowledges reserves the right to conduct an initial inspection of and approve the picture quality and user experience of the SVOD Service within sixty (60) days of the Launch Date. Thereafter, when Licensee makes any modification that Licensee may use third party independent contractors or other third parties results in a material adverse change to deliver its services (“ Third Party Contractors”) the picture quality and such use shall not be deemed a breach hereof; provideduser experience of the SVOD Service, that Licensee shall not be relieved of any of its obligations under this Agreement as a result of so notify Licensor, and Licensor shall have the right to inspect and approve such usemodified picture quality and user experience. Licensee shall be responsible for ensuring that all Third Party Contractors comply with immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. Notwithstanding anything to the terms of contrary in this Agreement when performing services related to this Agreement and any act or omission by such Third Party Contractors that 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. 2.3 Licensee shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buysAgreement, including without limitation “ two-for-one” promotions (by couponsthis Clause 2.4, rebate or otherwise) without Licensor’s prior written consent. Licensee shall not charge any club feesbe permitted to offer the SVOD Service, access fees, monthly service fees or similar periodic fees (whether direct or indirect) for the privilege of being able to view 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, further, that such Third Party Fees are not charged on a Videotransactional video-Onon-Demand basis on demand or per-view basis. Such third parties may also offer interactive features, such as chat functionality or other communication features, that overlay the Licensed SVOD Service but 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 Third Party Fee to Sony Corporation of America or Microsoft Corporation (in addition to subscription fees billed by Licensee) for access to the SVOD Service or a tier of or bundled service that includes the SVOD Service.

Restrictions on License. 2.1 Licensee agrees that it is of the essence of this Agreement that, without the specific written consent of Licensor 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) Licensee shall not knowingly Transmit any no Included Program to anyone other than for a Personal Use; (c) Licensee shall not Transmit any Included Program may be delivered, transmitted or exhibited other than as set forth at Section 2.1 in Clause 2.1; (c) except as otherwise provided for in Clauses 2.7 and Section 3.5 2.8 of the Principal TermsSchedule B, each Included Program must remain in its approved level of resolution and not up-converted; and (d) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein . 2.2 herein. Licensor acknowledges reserves the right to conduct an initial inspection of and approve the picture quality and user experience of the SVOD Service within sixty (60) days of the Launch Date. Thereafter, when Licensee makes any modification that Licensee may use third party independent contractors or other third parties results in a material adverse change to deliver its services (“ Third Party Contractors”) the picture quality and such use shall not be deemed a breach hereof; provideduser experience of the SVOD Service, that Licensee shall not be relieved of any of its obligations under this Agreement as a result of so notify Licensor, and Licensor shall have the right to inspect and approve such usemodified picture quality and user experience. Licensee shall be responsible for ensuring that all Third Party Contractors comply with immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. Notwithstanding anything to the terms of contrary in this Agreement when performing services related to this Agreement and any act or omission by such Third Party Contractors that 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. 2.3 Licensee shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buysAgreement, including without limitation “ two-for-one” promotions (by couponsthis Clause 2.2, rebate or otherwise) without Licensor’s prior written consent. Licensee shall not charge any club feesbe permitted to offer the SVOD Service, access fees, monthly service fees or similar periodic fees (whether direct or indirect) for the privilege of being able to view 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, further, that such Third Party Fees are not charged on a Videotransactional video-Onon-Demand basis on demand or per-view basis. Such third parties may also offer interactive features, such as chat functionality or other communication features, that overlay the Licensed SVOD Service but 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 Third Party Fee to Sony Corporation of America or Microsoft Corporation (in addition to subscription fees billed by Licensee) for access to the SVOD Service or a tier of or bundled service that includes the SVOD Service.

Restrictions on License. 2.1 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) Licensee shall not knowingly Transmit any Included Program to anyone other than for a Personal Use; (c) Licensee shall not Transmit any Included Program other than as set forth at Section 2.1 and Section 3.5 of the Principal GeneralPrincipal Terms; and (d) no person or entity shall be authorized by Licensee to do any of the acts forbidden herein . 2.2 Licensor acknowledges that Licensee may use third party independent contractors or other third parties to deliver its services (“ Third Party Contractors”) and such use shall not be deemed a breach hereof; provided, that Licensee shall not be relieved of any of its obligations under this Agreement as a result of such use. Licensee shall be responsible for ensuring that all Third Party Contractors comply with the terms of this Agreement when performing services related to this Agreement and any act or omission by such Third Party Contractors that 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. 2.3 Licensee shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “ two-for-one” promotions (by coupons, rebate or otherwise) without Licensor’s prior written consent. Licensee shall not charge any club fees, access fees, monthly service fees or similar periodic fees (whether direct or indirect) for the privilege of being able to view the Included Programs on a Video-On-Demand basis on the Licensed Service.