Distribution agreement



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AMENDMENT NO. 10 TO THE

DISTRIBUTION AGREEMENT

AND

AMENDMENT NO. 5 TO THE

TEST LICENSE AGREEMENT
This Amendment no. 10 to that certain Distribution Agreement between Sony Pictures Home Entertainment Inc. and CinemaNow, Inc. dated April 7, 2006 as subsequently assigned and amended (the “Distribution Agreement”) and Amendment no. 5 to that certain Test License Agreement between Col-Star, Inc. and CinemaNow, Inc. as subsequently amended and assigned (the “Test License Agreement”), is made and entered into as of MayJuly ___, 2011 between Culver Digital Distribution Inc. (“CDD”) and Sonic Solutions LLC and its RoxioNow division (“RoxioNow”) (the “Amendment”). Unless expressly stated to the contrary herein, all capitalized terms shall have the meanings ascribed to them in the Agreement.


  1. Definitions.

    1. “Asus” means ASUSTek Computer Incorporated and its subsidiaries and affiliates.



    1. “Fifth Mirror Service” means the Video-on-Demand programming and ODRL distribution service, which is and shall all times during the Term be branded with Asus branding and include “powered by RoxioNow” Sonic branding.



    1. “Flash Access” means Adobe’s Flash Access digital rights management software solutions, including providing protection for end-to-end encryption for streamed and/or downloaded content under the terms and conditions, technical specifications, compliance and robustness rules, and DRM usage rules required by Adobe.




    1. “HP” means Hewlett Packard, Inc. and its subsidiaries and affiliates.



    1. “PlayReady” means Microsoft’s PlayReady digital rights management software solutions, including providing protection for end-to-end encryption for streamed and/or downloaded content under the terms and conditions, technical specifications, compliance and robustness rules, and DRM usage rules required by Microsoft.




    1. “Sixth Mirror Service” means the Video-on-Demand programming and ODRL distribution service, which is and shall at all times during the term be branded with HP branding and include a “powered by RoxioNow” Sonic branding.




  1. Amendment to the Distribution Agreement.




    1. Fifth Mirror Service:




      1. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRL-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by RoxioNow of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the ODRL rights at any time and if there is an execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Fifth Mirror Service upon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus; and (5) all ODRL audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service.




      1. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service.




      1. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Distribution Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD.




      1. The rights granted to RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Agreement and for the same Territory set forth in the Distribution Agreement.




      1. The following language shall be added as a new fifth sentence to Section 16.4 of the Distribution Agreement:

“The use and distribution of Included Programs in connection with the Fifth Mirror Service shall be only as specifically allowed by this Agreement and RoxioNow shall ensure that any and all Fifth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.”




      1. Capitalized terms used in this Section 2a and not otherwise defined shall have the meaning ascribed to them in the Distribution Agreement.




    1. Sixth Mirror Service:




      1. Notwithstanding anything to the contrary herein, the Sixth Mirror Service shall be deemed to be part of the Service for the purposes of the Distribution Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all ODRL-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Sixth Mirror Service, except that HP may provide billing and customer service activities; (2) the Sixth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Distribution Agreement are not disclosed to the Sixth Mirror Service, except as may be required in connection with the fulfillment by RoxioNow of contractual obligations with respect to the Sixth Mirror Service (4) nothing contained herein shall prevent CDD from entering into a direct relationship with HP with respect to the ODRL rights at any time and if there is an execution of such direct agreement between CDD and HP, this Amendment will automatically terminate with respect to the Sixth Mirror Service upon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with HP; and (5) all ODRL audio-visual content on the non-Sixth Mirror Service portion of the Service is also available on the Sixth Mirror Service.




      1. CDD may enter, at its discretion, into direct conversations with HP regarding any marketing and/or promotional activities that CDD offers RoxioNow and other ODRL distributors in the Territory and which CDD wants to offer to HP for the Sixth Mirror Service.




      1. RoxioNow shall pay CDD for all Included Programs distributed via the Sixth Mirror Service in the same amount and manner as provided for in the Distribution Agreement, provided, however, that neither RoxioNow nor HP shall pay any additional minimum guarantees, advance payments or similar payments to CDD.




      1. The rights granted to RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Distribution Agreement and for the same Territory set forth in the Distribution Agreement.




      1. The following language shall be added as a new sixth sentence to Section 16.4 of the Distribution Agreement:

“The use and distribution of Included Programs in connection with the Sixth Mirror Service shall be only as specifically allowed by this Agreement and RoxioNow shall ensure that any and all Sixth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.”




      1. Capitalized terms used in this Section 2b and not otherwise defined shall have the meaning ascribed to them in the Distribution Agreement.




    1. Approved Streaming Format:




      1. CDD hereby approves Flash Access and PlayReady as Approved Streaming Formats for the distribution of Included Programs.




  1. Amendment to the Test License Agreement.




    1. Fifth Mirror Service:




      1. Notwithstanding anything to the contrary herein, the Fifth Mirror Service shall be deemed to be part of the Service for the purposes of the Test License Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all VOD-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Fifth Mirror Service, except that Asus may provide billing and customer service activities; (2) the Fifth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Test License Agreement are not disclosed to the Fifth Mirror Service, except as may be required in connection with the fulfillment by RoxioNow of contractual obligations with respect to the Fifth Mirror Service; (4) nothing contained herein shall prevent CDD from entering into a direct relationship with Asus with respect to the VOD rights at any time and if there is an execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Fifth Mirror Service upon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with Asus; and (5) all VOD audio-visual content on the non-Fifth Mirror Service portion of the Service is also available on the Fifth Mirror Service.




      1. CDD may enter, at its discretion, into direct conversations with Asus regarding any marketing and/or promotional activities that CDD offers RoxioNow and other VOD distributors in the Territory and which CDD wants to offer to Asus for the Fifth Mirror Service.




      1. RoxioNow shall pay CDD for all Included Programs distributed via the Fifth Mirror Service in the same amount and manner as provided for in the Test License Agreement, provided, however, that neither RoxioNow nor Asus shall pay any additional minimum guarantees, advance payments or similar payments to CDD.




      1. The rights granted to RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Test License Agreement and for the same Territory set forth in the Test License Agreement.




      1. The following language shall be added as a new fifth sentence to Section 16.4 of the Test License Agreement:

“The use and distribution of Included Programs in connection with the Fifth Mirror Service shall be only as specifically allowed by this Agreement RoxioNow shall ensure that any and all Fifth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.”




      1. Capitalized terms used in this Section 3a and not otherwise defined shall have the meaning ascribed to them in the Test License Agreement.




    1. Sixth Mirror Service:




      1. Notwithstanding anything to the contrary herein, the Sixth Mirror Service shall be deemed to be part of the Service for the purposes of the Test License Agreement, only to the extent that: (1) RoxioNow is solely responsible for, and in control of, all VOD-based commerce (including without limitation, web services, XML feeds and other back-end functionality) on such Sixth Mirror Service, except that HP may provide billing and customer service activities; (2) the Sixth Mirror Service continues to contain RoxioNow branding; (3) RoxioNow ensures that financial, commercial, and legal terms of the Test License Agreement are not disclosed to the Sixth Mirror Service, except as may be required in connection with the fulfillment by RoxioNow of contractual obligations with respect to the Sixth Mirror Service (4) nothing contained herein shall prevent CDD from entering into a direct relationship with HP with respect to the VOD rights at any time and if there is an execution of such direct agreement between CDD and Asus, this Amendment will automatically terminate with respect to the Sixth Mirror Service upon RoxioNow’s subsequent receipt of written notice from CDD that CDD has executed a direct agreement with HP; and (5) all VOD audio-visual content on the non-Sixth Mirror Service portion of the Service is also available on the Sixth Mirror Service.




      1. CDD may enter, at its discretion, into direct conversations with HP regarding any marketing and/or promotional activities that CDD offers RoxioNow and other VOD distributors in the Territory and which CDD wants to offer to HP for the Sixth Mirror Service.




      1. RoxioNow shall pay CDD for all Included Programs distributed via the Sixth Mirror Service in the same amount and manner as provided for in the Test License Agreement, provided, however, that neither RoxioNow nor HP shall pay any additional minimum guarantees, advance payments or similar payments to CDD.




      1. The rights granted to RoxioNow hereunder shall be coterminous with those granted to RoxioNow pursuant to the Test License Agreement and for the same Territory set forth in the Test License Agreement.




      1. The following language shall be added as a new sixth sentence to Section 16.4 of the Test License Agreement:

“The use and distribution of Included Programs in connection with the Sixth Mirror Service shall be only as specifically allowed by this Agreement RoxioNow shall ensure that any and all Sixth Mirror Service-related use and distribution of Included Programs is in strict accordance with the terms of this Agreement.”




      1. Capitalized terms used in this Section 3b and not otherwise defined shall have the meaning ascribed to them in the Test License Agreement.




    1. Approved Streaming Format:




      1. CDD hereby approves Flash Access and PlayReady as an Approved Streaming Formats for the distributionStreaming of Included Programs.




      1. CDD hereby approves PlayReady as an Approved Format for the Streaming of Included Programs, subject at all times to the DRM Settings set forth on Schedule A attached hereto.




    1. Definitions: Section 1 of the Test License Agreement is hereby amended to add the following definitions in alphabetical order:




      1. Approved Format” shall mean (a) the Additional Approved Streaming Format or (b) a digital electronic media file compressed and encoded for secure transmission and storage in a resolution specified by Licensor in such other codecs and DRMs as Licensor may approve from time to time in its sole discretion.



      1. Streaming” shall mean the transmission of a digital file containing audio-visual content from a remote source for viewing concurrently with its transmission, which file, except for temporary caching or buffering of a portion thereof (but in no event the entire file), may not be store or retained for viewing at a later time (i.e., no leave-behind copy – no playable copy as a result of the stream – resides on the receiving device).



      1. Streaming Device” shall mean Approved Set Top Boxes, Personal Computers and such other devices approved by Licensor from time to time in its sole discretion, in each case, that (i) contains an integrated playback client, (ii) supports the Approved Format and (iii) complies with the content protection and security requirements provided by Licensor pursuant to Section 10.

    1. License: Section 2.1 of the Test License Agreement is hereby amended by deleting the words “in the Windows Media Player Format” and replacing it with “in an Approved Format”.




  1. Miscellaneous. Except as specifically amended hereby, each of the Distribution Agreement and the Test License Agreement shall remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the parties. This Amendment, together with each of the Distribution Agreement and the Test License Agreement, is the complete agreement of the parties and supersedes any prior agreements or representations, whether oral or written, with respect thereto. In the event of conflict between the terms of this Amendment and each of the Distribution Agreement and the Test License Agreement, the terms of this Amendment shall govern as to the subject matter referenced herein.



[SIGNATURE PAGE TO FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, this Amendment is entered into as of the date first written above.




SONIC SOLUTIONS LLC

CULVER DIGITAL DISTRIBUTION INC.

By:_______________________________________

Name: ___________________________________

Title: _____________________________________

Date: ____________________________________

By:_______________________________________

Name: ___________________________________

Title: _____________________________________

Date: ____________________________________



Schedule A



Deprecated rights are not listed and must not be enabled or specified. Only standard definition or lower resolution content is permitted. If Licensee is currently using Windows Media DRM version 9 or 7.1, Licensee shall upgrade to the most recent version available within six months of the availability of a new version of Windows DRM where technically feasible.

The rights settings for previous version of MS DRM must use settings consistent with those listed in this schedule.



Right

Setting

Comments

AllowPlay

Enabled

This right allows the consumer to play protected content on a computer or device

Playcount

Not set

This right specifies the number of times the consumer is allowed to play protected content. By default, this right is not set and unlimited playing is allowed

AllowCopy

Not enabled

This right allows consumers to copy protected content to a device, such as a portable player or portable media, that supports Windows Media DRM 10 for Portable Devices

CopyCount

0

This right specifies the number of times the consumer is allowed to copy content using the AllowCopy right. By default, this right is not set, and unlimited copies are allowed.

AllowTransferToNonSDMI

Not enabled

This right allows the consumer to transfer the Windows Media file to a device that supports Portable Device DRM version 1 or Windows Media DRM 10 for Portable Devices.

AllowTransferToSDMI

Not enabled

This right allows the consumer to transfer the Windows Media file to a device that supports Portable Device DRM version 1 or Windows Media DRM 10 for Portable Devices.

TransferCount

0

This right specifies the number of times a consumer can transfer a Windows Media file to a device using the AllowTransferToNonSDMI and AllowTransferToSDMI rights

AllowBackupRestore

Not enabled

This right allows the consumer to manage licenses by making backup copies and restoring licenses from backups

AllowCollaborativePlay

Not enabled

This right allows consumers play protected content in a collaborative session using peer-to-peer services

AllowPlaylistBurn

Not enabled

This right allows consumers to copy a Windows Media file from a playlist to a CD in the Red Book audio format

MaxPlaylistBurnCount

Not enabled

The maximum number of times a Windows Media file can be copied to a CD as part of a particular playlist

PlaylistBurnTrackCount

Not enabled

The maximum number of times a Windows Media file can be copied to a CD, regardless of what playlist it is in

MinimumSecurityLevel.

2,000

Player applications based on Windows Media Format 9 Series SDK or later with strict security requirements. Included devices Windows Media DRM 10 for Portable Devices and Network Devices.

Excludes: Devices based on Windows Media Portable Device DRM v1 or based on Windows CE 4.2 and later



MinimumClientSDKSecurity

Not Set

Windows Media Format 7.1 SDK or later

Output Protection Levels for Digital Uncompressed Video Content

SD=250

HD=300

SD content: The Licensed Product must attempt to engage HDCP to protect the video portion of uncompressed decrypted WMDRM Content. Licensed Products must attempt to verify that the HDCP source function is engaged and able to deliver protected content, which means HDCP encryption is operational on the Output; however, the Licensed Product may Pass the video portion of uncompressed decrypted WMDRM Content to Digital Video Outputs even if it fails to verify that the HDCP source function is engaged.

HD content:

Licensed Products must engage HDCP to protect the uncompressed Digital Video Content of decrypted WMDRM Content

Output Protection Levels for Digital Compressed Video Content

400

Only protected compressed digital outputs allowed

Output Protection Levels for Analog Video Content

200

Licensed Products is Passing the Analog Video Content of decrypted WMDRM Content to Analog Television Outputs, Licensed Products must engage CGMS-A with the CGMS-A field in the copy set to ‘11’ (“no more copies”).




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