REFERENCE INTERCONNECT OFFER OF STAR INDIA PRIVATE LIMITED TO DIRECT TO HOME OPERTORS OWNING AND OPERATING DIRECT TO HOME PLATFORM ( DTH PLATFORM )

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1 REFERENCE INTERCONNECT OFFER OF STAR INDIA PRIVATE LIMITED TO DIRECT TO HOME OPERTORS OWNING AND OPERATING DIRECT TO HOME PLATFORM ( DTH PLATFORM ) This Reference Interconnect Offer ( RIO ) is published by Star India Private Limited ( SIPL ) pursuant to clause 7 (1) Chapter III of Telecommunication (Broadcasting and Cable Services) Interconnection (Addressable Systems) Regulations, 2017 ( Interconnection Regulations 2017 ) read with Clause 3 of the Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff Order, 2017 ( Tariff Order 2017 ). This RIO contains the technical and commercial terms and conditions basis which a Direct to Home Operator ( DTHO ) may seek signals of the Channels (defined later) of SIPL. SIPL shall be entitled to amend the terms of this RIO and the Subscription License Agreement (as set out in Schedule II of this RIO) as per Interconnection Regulations 2017 and Tariff Order A DTHO desirous of obtaining signals of the Channels of SIPL shall make a written request to SIPL in the Application Form set out in Schedule II of the Interconnection Regulation, 2017 and Schedule I of this RIO along with the relevant documents set out therein. Before making such request to SIPL the DTHO shall ensure that: (i) (ii) (iii) (iv) It is not demanding carriage fee for Channel(s) for which it is seeking the signals; and It is not in default of payment of any payments to SIPL and continues to be not in default; and the Addressable System to be used for distribution of the Channels of SIPL meet the requirements as specified in Schedule III of the Interconnection Regulation, 2017 and Schedule B of the Subscription License Agreement; It is not directly or indirectly engaged in illegal retransmission or piracy of the Channels of SIPL. The DTHO shall not distribute the Channels of SIPL without entering into a written Subscription License agreement in the format as set out in Schedule II of this RIO. Execution of the Subscription License Agreement is subject to the DTHO satisfying the aforesaid conditions to the satisfaction of SIPL and in accordance with the provisions of the Interconnection Regulations The Subscription License Agreement shall take effect only from September 1, The DTHOs may reach out to any of the following Contact Persons as set out in Schedule F for any queries/clarification. This RIO is without prejudice to SIPL s rights and contentions and subject to the outcome in: - Writ Petition No to 44127/2016 and Writ Petition No 44127/2016 pending before the Hon ble Madras High Court; - Special Leave Petition No /2017 and 14664/2017 pending before the Hon ble Supreme Court; - Civil Appeal No of 2011, Civil Appeal No of 2011 and Civil Appeal D No of 2011 in the Hon ble Supreme Court; - Proceedings pending before Hon ble Delhi High Court, Hon ble Supreme Court and Hon ble Telecom Disputes Appellate and Settlement Tribunal ( TDSAT ) being Writ Petition No of 2014, Writ Petition (C) 506/2016, Civil Appeal Nos of 2015, Appeal No. 4(C) of 2015 and Appeal No. 5 (C) of 2015 respectively. - Appeal No. 1 and 2 of 2016 pending before the Hon ble TDSAT Page 1 of 52

2 Schedule I Application for request of signals of Channels of SIPL (Refer sub-regulation (6) of regulation 10 of the Interconnection Regulations 2017) 1. Name of the DTHO: 2. The name(s) of Owners/Directors/Partners of the DTHO: 3. Registered Office address of DTHO: 4. Complete Address for communication (with pincode): 5. Name of the contact person/ Authorized Representative (letter of authorization enclosed): 6. Telephone: 7. address: 8. Copy of certificate of registration/ permission/ license (Attach a Copy): 9. Details of Head-end, Conditional Access Systems (CAS) and Subscriber Management Systems (SMS) deployed by the DTHO: 10. Details of the areas, corresponding States/ UTs and details of the Head-end from which the signals of television channels shall be distributed in such areas: 11. Area wise present subscriber base of the DTHO: 12. List of Channel(s) for which signals of television channels are requested: 13. Service Tax registration number/goods and Services Taxes ( GST ) registration number: 14. Entertainment Tax Number: 15. PAN No. (Attach a copy): 16. Are the CAS/ SMS in compliance with the regulations: YES/ NO 17. Copy of the report of the Auditor in compliance of the Schedule III of the Interconnection Regulations 2017 (if available) (Attach a Copy: Date : Place: (Signature) Page 2 of 52

3 DECLARATION I s/o,d/o (Owner/Proprietor/ Partner /Director/ Authorized Signatory), of (Name of DTHO), do hereby declare that the details provided above are true and correct. I state that the addressable systems installed for distribution of television channels meet the technical and other requirements specified in the Schedule III of the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable System) Regulations The configuration and the version of the addressable system have not been changed after issuance of the report by the Auditor. (Signature) Date : Place: Page 3 of 52

4 Schedule II Subscription License Agreement This Subscription License Agreement ("Agreement") is executed on the day of, by and between: STAR INDIA PRIVATE LIMITED, a company incorporated and registered under the Companies Act, 1956 and having its office at M-38/1, Second Floor, International Business Centre, Middle Circle, Connaught Place, New Delhi and registered office at STAR House, Urmi Estate, 95 Ganpatrao Kadam Marg, Lower Parel (W), Mumbai, (hereinafter referred to as SIPL or the Company, which shall include its successors and assigns); AND, [Private or Public Limited] with its registered office at and headend at through its Authorized Signatory Mr./Mrs./ Ms. (hereinafter referred to as the "DTHO", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns) and having Certificate No dated ) ( DTH License ) issued by the appropriate authority under the guidelines for obtaining a license for providing Direct to Home Broadcasting Service in India, ( DTH Guidelines ) as amended from time to time. SIPL and the DTHO are each hereinafter individually referred to as a Party and collectively, as the Parties. Whereas: 1. SIPL is a Broadcaster of various television Channels (defined later) and has downlinking permissions from the MIB for such Channel(s). SIPL is also authorized by its holding and/or subsidiary companies by way of written authorization to act for and on behalf of them to distribute the Channels of the holding and/or subsidiary companies in the territory of India in relation to (a) licensing of the Channels, inter alia, to the DTHO in the Territory, (b) raising invoices and collection of the Monthly Subscription Fees from such Direct to Home Operators, and (c) creating rights and obligation that are contractually binding in nature and enforceable at law. 2. DTHO is a Direct to Home Operator who has been granted registration by the MIB to provide DTH Service under the DTH Guidelines in the Registered Area. 3. DTHO is desirous to license the Channels for further retransmission through its Addressable System to the subscribers in the Territory (defined later) and in this regard has approached SIPL. SIPL has agreed to license the signals of the Channels to the DTHO for further retransmission through its Addressable System to its subscribers in the Territory, subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, constituting good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: - 1. Definitions 1.1 For the purposes of this Agreement, capitalized terms shall have the meanings ascribed to them hereinafter unless otherwise expressly Page 4 of 52

5 stated in any provision of this Agreement. Any term used herein but not defined expressly shall have the meaning ascribed to it in under applicable Law. 1.2 Act shall mean the Telecom Regulatory Authority of India Act, 1997; 1.3 Active Subscriber shall mean a subscriber who has been authorized to receive signals of Subscribed Channels as per the SMS and whose Set Top Box has not been denied signals.; 1.4 Addressable System(s) means an electronic device (which includes hardware and its associated software) or more than one electronic device put in an integrated system through which signals of transmission of programmes including retransmission of signals of television channels can be sent in encrypted form, which can be decoded by the device or devices, having an activated CAS at the premises of the subscriber within the limits of authorization made, through CAS and SMS, on the explicit choice and request of such subscriber, by the DTHO to the subscriber; 1.5 "Affiliate" of a Party (the Subject Person ) means (i) in the case of any Subject Person, any other Person that, either directly or indirectly through one or more intermediate Persons, controls, is controlled by or is under common control with the Subject Person, and (ii) in the case of any Subject Person that is a natural Person, his/her parents, spouse or children, or any Person that is owned or controlled by such natural person or any of the aforesaid mentioned Persons. For the purposes of this definition, Control means (a) having an economic interest of at least 26% of any Person; and/or (b) the power to direct and control the management or policies of a Person, whether through the power to appoint majority of the members on the board of directors or similar governing body of such Person, through contractual arrangements or otherwise; 1.6 A-la-carte or A-la-carte Channel(s) with reference to this Agreement means offering of a Channel(s) individually on a standalone basis; 1.7 Authority or TRAI shall mean the Telecom Regulatory Authority of India established under sub-section (1) of Section 3 of the Act; 1.8 Bouquet or Bouquet of channels means an assortment of distinct channels offered together as a group or as a bundle and all its grammatical variations and cognate expressions shall be construed accordingly; 1.9 Broadcaster means a person or a group of persons, or body corporate, or any organization or body who, after having obtained, in its name, downlinking permission for its channels, from the Central Government, is providing programming services; 1.10 "Business Day" shall mean any day, other than a Saturday and Sunday, on which banks in Mumbai remain open for business; Page 5 of 52

6 1.11 BIS shall mean Bureau of Indian Standards; 1.12 Carriage Fee shall mean any fee payable by SIPL to the DTHO only for the purpose of carrying its Channels through the DTHO s network, without, specifying the placement of such channels onto a specific position in the electronic programme guide or, seeking assignment of a particular number to such channels; 1.13 Central Government shall mean the Government of India "CAS" shall mean the conditional access system maintained by the DTHO in accordance with the Interconnection Regulations and the terms of this Agreement, which shall have the ability to authorize, provide and deny specific Channels, data, or information to Subscribers and which meets the requirements set out under Schedule B of this Agreement; 1.15 "Channel(s)" shall mean the Television Channels of SIPL as set out in Schedule A which list may be amended from time to time as per applicable Law; 1.16 "Channel Marks" means the trade names, trademarks, logos and service marks used by SIPL and/or its Affiliates from time to time in connection with the services including without limitation the trade names, marks or logo specified by SIPL or otherwise notified in writing by SIPL from time to time; 1.17 Commercial Subscriber means a subscriber who causes the signals of TV channels to be heard or seen by any person for a specific sum of money to be paid by such person; as maybe amended by TRAI; 1.18 "Confidential Information" means: (a) any information concerning the organization, business, technology, trade secrets, know-how, finance, transactions or affairs of a Party or any of its Affiliates, directors, officers or employees (whether conveyed in written, oral or in any other form and whether such information is furnished before, on or after the date hereof) of the Parties, (b) any material or information disclosed by either Party for the purposes of this Agreement (c) any information or materials prepared by a Party or its representatives that contains or otherwise reflects, or is generated from Confidential Information; 1.19 Default Interest Rate shall mean simple interest applicable on delayed payment or short payment from the date the payment was due until realization of full payment and such interest shall be computed at the rate of 2% (two percent) per month on the payment that is due Direct to Home Operator or DTH Operator means any person who has been granted licence by the Central Government to provide direct to home (DTH) service; Page 6 of 52

7 1.21 Direct to Home Service or DTH Service means retransmission of signals of television channels, by using a satellite system, directly to subscriber s premises without passing through an intermediary such as local cable operator or any other distributor of television channels; 1.22 Distribution Fee shall mean the DTHO s share of revenue for the distribution of Pay Channels to Subscribers and it does not include Carriage Fee. It will be calculated as twenty percent [20%] of the MRP of the Pay Channel(s), as the case may be, multiplied by the Monthly Average Subscriber Level "Distribution System" shall mean the Addressable System owned and/or operated by the DTHO in order to distribute the Channels in Ku band by using a satellite system directly to a Subscriber s premises within the Territory without passing through an intermediary such as a cable operator or any other distributor of television channels. For the purposes of this definition, Distribution System shall not include distribution on any other digital addressable system, cable television platform, HITS and IPTV platforms; 1.24 Due Date means the date of expiry of the 15 (fifteen) day period commencing on the date of receipt of invoice from SIPL Empaneled Auditor means auditor empaneled by the Authority for conducting audit "Equipment(s)" means any and all hardware/ software and other devices, including but not limited to IRDs and the paired Viewing Card(s); 1.27 Free-to-Air Channel means a channel which is declared as such by the Broadcaster and for which no fee is to be paid by the distributor of television channels to the broadcaster for signals of such channel Governmental Authority means any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction over such Party and shall include without limitation TRAI, MIB, TDSAT or any other body or authority regulating the broadcasting and distribution of channels in India; 1.29 Head end in the sky operator or HITS operator means any person permitted by the Central Government to provide head end in the sky (HITS) service; 1.30 Interconnection Regulations shall mean the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017, as amended from time to time; Page 7 of 52

8 1.31 "IRD" shall mean decoder, receiver or integrated receiverdecoders as set out in Schedule G hereto, which is owned, operated and supplied by SIPL and which is used in conjunction with a Viewing Card in order to facilitate the receipt of the Channels by DTHO; 1.32 "IPTV" shall mean Internet Protocol Television as defined in the Interconnection Regulations; 1.33 "Law" shall mean all applicable statutes, enactment, acts of legislative, ordinance, rules, by-laws, regulations, notifications, guidelines, policies, directions, and orders, including amendments thereto, of any Government, Authority, including without limitation (a) the Interconnection Regulations; (b) any rules, directions, regulations, guidelines, and code of conduct of the MIB and TRAI; 1.34 MIB means Ministry of Information and Broadcasting, Government of India MRP means the maximum retail price, excluding taxes, payable by a subscriber for A-la Carte Channels of SIPL as notified by SIPL in terms of the Tariff Order 2017 and as set out in Schedule A as maybe amended from time to time; 1.36 Ordinary Subscriber means a subscriber who is not a Commercial Subscriber;; 1.37 Package means various packages offered by the DTHO to the Subscribers comprising of channels of various broadcasters Pay Channel, means a channel which is declared by the Broadcaster and for which a share of MRP is to be paid to the Broadcaster by the cable operator and for which due authorization needs to be taken from the Broadcaster for distribution of such channel to subscribers; 1.39 "Person" means any individual or other entity, whether a corporation, firm, company, joint venture, trust, association, organization, partnership or proprietorship, including any governmental agency or regulatory body; 1.40 QoS Regulation shall mean the Telecommunication (Broadcasting and Cable) Services Standards of Quality of Service and Consumer Protection (Addressable Systems) Regulations, 2017; 1.41 "Set Top Box" or "STB" shall mean a device which is connected to or part of a television set and as per requirement described in Schedule B to this Agreement, which allows a Subscriber to receive the Subscribed Channels in descrambled form; 1.42 "SMS / Subscriber Management System" means a system or device of the DTHO which stores the subscriber records and details Page 8 of 52

9 with respect to name, address and other information regarding the hardware being utilized by the subscriber, channels or bouquets of channels subscribed by the subscriber, price of such channels or bouquets of channels as defined in the system, the activation or deactivation dates and time for any channel or bouquets of channels, a log of all actions performed on a subscriber s record, invoices raised on each subscriber and the amounts paid or discount allowed to the subscriber for each billing period, in accordance with the Law and as more particularly described in Schedule B of this Agreement; 1.43 "Subscriber" for the purposes of Rights Granted under this Agreement shall include only Ordinary Subscribers. For the purposes of calculation of the Monthly Subscription Fee, Subscriber shall have the meaning as set out in Clause 5 of this Agreement; 1.44 Subscribed Channel mean the A-la Carte Channels subscribed by the DTHO, as are specifically identified by the DTHO by assigning tick marks against such A-la Carte Channel list in the Schedule A; 1.45 SIPL s Share of MRP shall have the meaning as ascribed to it in Clause 5 of this Agreement; 1.46 Tariff Order shall mean the Telecommunication (Broadcasting and Cable) Services (Eight) (Addressable Systems) Tariff Order, 2017; 1.47 TDSAT means the Telecom Disputes Settlement and Appellate Tribunal, New Delhi; 1.48 Television Channel means Channels of SIPL which have been granted permission for downlinking by the Central Government under the policy guidelines issued by it and reference to the term Channel shall be construed as a reference to Television Channel "Viewing Card" means the viewing card as set out in Schedule G hereto, owned, operated and supplied by SIPL and which is to be used in conjunction with the IRD for the DTHO to access and decode each Subscribed Channel(s). Terms not expressly defined herein shall have the meaning ascribed to them in the Interconnect Regulation 2017, Tariff Order 2017, Cable Television Networks (Regulations) Act 1995, Cable Television Networks Rules Rights Granted 2. SIPL grants the DTHO, the following non-exclusive rights for retransmission of the Subscribed Channels via the Distribution System: 2.1 Subject to the terms of this Agreement (including the terms of this Clause and payment of applicable SIPL s Share of MRP set out in Clause 5, SIPL grants the DTHO the non-exclusive right to re-transmit the Subscribed Channels in encrypted mode only during the Term via the Distribution System owned and operated by the DTHO ( Platform ) Page 9 of 52

10 for retransmission to Subscribers within the Territory ( Rights Granted ). 2.2 The Rights Granted to the DTHO in terms of Clause 2.1 are limited to Subscribers having an addressable STB, in relation to whom the DTHO compulsorily maintains the complete detailed data and transaction records in its CAS and SMS. This Agreement shall not grant any right to the DTHO to re-broadcast or re-transmit the Subscribed Channel(s) by any other mode to its Subscriber other than through the Distribution System. The DTHO shall further ensure that the Subscribed Channels shall only be activated through the digital addressable STB which meets the specifications prescribed by BIS and specifications set out in Schedule B; failing which SIPL shall be entitled to de-activate the signals of the Subscribed Channels to the DTHO. 2.3 It is expressly agreed between the Parties that the DTHO s right to receive and distribute the Subscribed Channels shall be conditional upon the performance by the DTHO of its obligations arising under this Agreement and mere possession of the IRDs and viewing cards shall not entitle the DTHO to receive and/or distribute the Subscribed Channels. 2.4 Excluded Rights: Save and except for the Rights Granted to DTHO in Clause 2.1, DTHO agrees that all other rights and means of distribution and retransmission not specifically and expressly granted to DTHO under this Agreement are expressly excluded and reserved by SIPL, including, but not limited to: a) any exclusive right under the Copyright Act, 1957 in relation to literary works, musical works, sound recording(s) and cinematograph film(s) and broadcast reproduction rights underlying the Subscribed Channels; b) re-transmission via any headend-in-the-sky ( HITS ) platform; c) analog and digital cable Networks; d) IPTV ; e) re-transmission via Internet or Intranet or any other open or closed systems, including but not limited to OTT, Web TV; f) re-transmission and distribution of any non-linear content of the Subscribed Channels through the Distribution System ; g) time shifting/multiplexing[/ppv/vod/nvod/svod]; h) any other means/modes/medium/services of distribution or retransmission whether known in present or not yet in use in the Territory or invented in future, beyond the scope of rights granted hereunder; and i) any form of re-broadcast and re-transmission to Commercial Subscribers. For the avoidance of doubt, it is further clarified that the Rights Granted excludes any kind of recording and streaming of the Subscribed Channels and/or Channel content and/or distribution of recorded content which is prohibited by Law and under this Agreement, including but not limited to any: Page 10 of 52

11 a) universal serial bus (USB) which is paired to a viewing device or through any other devices susceptible to use for duplication of video and audio; and/or b) side loading and cloud storage like functionality which enables streaming of recorded or live content to various devices. 3. Territory 3.1 For the purposes of this Agreement, Territory shall mean India more particularly as detailed in Schedule C. 3.2 In the event, the DTHO desires to extend its operation beyond the Territory ( New Territory ), the DTHO shall give thirty (30) days prior written notice to SIPL ( Territory Extension Notice ). It is hereby clarified that the Territory Extension Notice should clearly set out the details of the New Territory as per applicable Law. 3.3 Subject to written consent by SIPL within 30 days from the receipt of the Territory Extension Notice, the DTHO shall be permitted to extend its operations to New Territory, as per applicable Law and the Territory Extension Notice shall be deemed to be an addendum to this Agreement. 3.4 In the event SIPL does not provide a written consent and objects to the extension by the DTHO to the New Territory within 30 days of receipt of the Territory Extension Notice, the DTHO shall not re-transmit the signals of the Subscribed Channels beyond the Territory. If the DTHO re-transmits the signals of the Subscribed Channels in the New Territory in the absence of a written consent as set out in sub-clause 3.4 of this clause, the same shall amount to breach of the terms of this Agreement; including but not limited to infringement of copyright and broadcast reproduction rights of SIPL; thereby entitling SIPL to terminate this Agreement and suspend the signals of the Subscribed Channels to the Distribution System of the DTHO as per the terms of this Agreement. This shall however be without prejudice to SIPL s any other rights under applicable Law. 4. Term 4.1 This Agreement is valid for a period of One (1) Year from the *Start Date of the Agreement, unless terminated earlier in accordance with the terms of this Agreement ( Term ). 4.2 This *Start Date of this Agreement shall not commence before September 1, This Agreement shall expire by efflux of time on the expiry of the Term. 4.4 The Parties shall start the process for renewal of this Agreement at least sixty (60) days prior to the date of the expiry of this Agreement. New interconnection agreement shall be entered into before the expiry of this Agreement. In case the parties fail to enter into a new interconnection Agreement before the expiry of this Agreement, SIPL shall not make available the Subscribed Channels to the DTHO on the expiry of this Agreement. Page 11 of 52

12 4.5 The DTHO shall, fifteen (15) days prior to the date of expiry of this Agreement, inform the Subscribers through scrolls on its Distribution System: the date of expiry of this Agreement; and the date of disconnection of signals of Subscribed Channels in event of its failure to enter into new Interconnection Agreement. 5. Subscription Fee 5.1 In consideration of the Right Granted, the DTHO shall pay to SIPL, for the Subscribed Channels, for each month or part thereof during the Term of the Agreement, the subscription fee on a monthly basis which shall be calculated as under ( Monthly Subscription Fee ): 5.2 If the DTHO is providing the Subscribed Channels on A-la- Carte basis to its Subscribers, the Monthly Subscription Fee for such Subscribed Channels, shall be equal to SIPL s Share of MRP for the Subscribed Channels, multiplied by the number of Monthly Average Subscriber Level for such Subscribed Channels Illustration: If DTHO has opted for Star Plus and offers the same on A-la Carte basis to its Subscribers and the Monthly Average Subscriber Level for a particular month reported by the DTHO is 10,000 subscribers for Star Plus, then the Subscription Fee payable by the DTHO for that particular month for Star Plus will be calculated as: MRP of Star Plus = Rs Less: Distribution Fee (20% of MRP)= Rs 3.80 SIPL s Share of MRP = Rs Monthly Average Subscriber Level 10,000 subscribers for Star Plus reported by DTHO = Subscription Fee for Star Plus Rs. 1,52,000 (15.20 x for that month = 10,000) 5.3 If the DTHO does not offer the Subscribed Channels on A-la- carte basis to its Subscribers, but offers the same in any Bouquet or Bouquets, then the Monthly Subscription Fee for such Subscribed Channels, shall be equal to SIPL s Share of MRP for the Subscribed Channels multiplied by the Monthly Average Subscriber Level of each Bouquet or Bouquets in which such Subscribed Channels have been placed. Illustration: If DTHO has opted for Star Plus on A-la-Carte basis and has placed Star Plus in package X of the DTHO. The Monthly Average Subscriber Level for a particular month reported by the DTHO is 20,000 subscribers for package X, then the Subscription Fee payable by the DTHO for that particular month for Star Plus will be calculated as MRP of Star Plus = Rs Page 12 of 52

13 Less: Distribution Fee (20% of Rs MRP) = SIPL s Share of MRP = Rs Monthly Average Subscriber Level for Package X reported by DTHO = Subscription Fee for Star Plus for that month = 20,000 subscribers Rs 3,04,000 (15.20 x 20,000) 5.4 SIPL s Share of MRP shall mean the MRP of Subscribed Channels minus the Distribution Fee. 5.5 The Monthly Average Subscriber Level, is equal to the sum of the number of Active Subscribers of the Subscribed Channel(s) on the seventh, fourteenth, twenty-first and twenty eighth day of the month in question, recorded at any point of time between hours to hours, divided by four more particularly set out in Schedule D. 5.6 For the purpose of calculation of Monthly Subscription Fee, Subscriber for any calendar month, means each STB which is availing the Subscribed Channel(s) from the DTHO directly by means of linear transmission, through the Distribution System. 5.7 Monthly Subscription Fee is exclusive of all applicable indirect taxes including all but not limited to service taxes, Goods and Services Taxes ( GST ), cess, charges, levies, duties, as applicable. All such taxes, as applicable, shall be charged by SIPL and payable by DTHO s. 5.8 For avoidance of doubt, it is clarified SIPL reserves its rights, subject to applicable Law, to revise the MRP mentioned herein above. Upon such revision DTHO agrees and unconditionally undertakes to pay the Subscription Fee pro rata from the effective date of such revision of MRP. The Intimation by SIPL to the DTHO in terms of applicable Law shall be deemed to be an addendum to this Agreement. 6. Reports 6.1 The DTHO shall within seven (7) days from the end of each calendar month ( Report Deadline ), provide in the format specified in Schedule D, complete and accurate monthly subscriber report of Subscribed Channels. Reports under this Agreement shall be generated only through SMS and CAS which should be fully integrated and the same should be in both Microsoft Excel sheet and a pre-defined read only format such as a suitable PDF format, which cannot be edited. 6.2 The Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the Subscribed Channels and each Bouquet(s) in which a Subscribed Channel is placed) and the Monthly Subscription Fees payable to SIPL and shall be signed and attested by an officer of the DTHO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Reports is true and correct. Page 13 of 52

14 6.3 Provisioning of Reports as per the terms of this Clause 6 shall constitute material obligation on the part of the DTHO. Non-provisioning of the Reports on the Reports Deadline, shall amount to material breach of the Agreement on the part of DTHO, which shall entitle SIPL to terminate the Agreement and disconnect signals of the Subscribed Channels to the DTHO as per Clause 14 of this Agreement. 7. Payment Terms 7.1 The Monthly Subscription Fee shall be paid by the DTHO within fifteen (15) days of receipt of invoice raised by SIPL ( Due Date ), on the basis of Report provided the DTHO to SIPL without any deduction except deduction of withholding tax/tds as provided in this Agreement. 7.2 In case the DTHO fails to send the Report within the Report Deadline as set in Clause 6 of this Agreement, SIPL shall have the right to raise a provisional invoice and the DTHO shall be under obligation to pay the Monthly Subscription Fee on the basis of such provisional invoice in accordance with the terms of this Clause 5. However the provisional invoice shall be for an amount not more than 110% of the Monthly Subscription Fee payable by the DTHO for the immediately preceding month. On receipt of the Report from the DTHO, the Parties would conduct reconciliation between the provisional invoice raised by SIPL and the Report sent by the DTHO, which reconciliation shall be completed within a period no later than three (3) months from the date of issuance of the provisional invoice. 7.3 Provided that issuance of provisional invoice does not amount to waiver by SIPL of its right to disconnect. 7.4 Time is of the essence of this Agreement by which the DTHO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the DTHO shall constitute a material breach hereunder. Late payments shall also attract Default Interest Rate calculated from the date payment was due until the date payment. The imposition and collection of interest on late payments does not constitute a waiver of the DTHO s obligation to pay the Monthly Subscription Fee by the Due Date, and SIPL shall retain all of its other rights and remedies under the Agreement. 7.5 All payments due to SIPL under this Agreement shall be made in India in Indian Rupees. 7.6 If any payment contemplated under this Agreement is subject to deduction of any withholding tax/tds in accordance with the provisions of the Indian Income Tax Act 1961, as amended, the DTHO shall provide tax withholding certificates to SIPL within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 7.7 DTHO shall provide payment allocation and all other details/documents basis its GST registration. In case of failure on the part of DTHO to provide the payment allocation and/or documentation qua the GST registration to SIPL, if any loss is incurred or penalty is levied on SIPL due to non-provisioning of any details by the DTHO, then DTHO shall indemnify SIPL for such loss and/or penalty. Page 14 of 52

15 7A.Electronic Programme Guide (EPG) 7A.1 It shall be mandatory for the DTHO to place the Subscribed Channels in the electronic programme guide, in such a way that Subscribed Channels of same genre, as declared by SIPL, are placed together consecutively and one channel shall appear at one place only. Provided that no Subscribed Channels shall be disadvantaged or otherwise treated less favorably by the DTHO with respect to competing channels on a genre basis of same language within the same genre shall appear together consecutively in the electronic programme guide. 7A.2 The DTHO shall assign a unique channel number for each Subscribed Channel available on the Platform. 7A.3 The channel number once assigned to a particular Subscribed Channel shall not be altered by the DTHO for a period of at least one (1) year from the date of such assignment: Provided that the provision of this Clause 7A.3 shall not apply in case the channel becomes unavailable on the distribution network. Provided further that if SIPL changes the genre of a Subscribed Channel then the channel number assigned to that particular Subscribed Channel shall be changed to place such Subscribed Channel together with the channels of new genre in the electronic program guide. 7A.4 Before signing of the Agreement, DTHO shall apprise and make available to SIPL the EPG Policy of the DTHO s platform. 7A.5 Electronic Program Guide (EPG) wherein the channels being carried on a DTHO s network can be arranged in a simple and easy to understand manner so that the Subscriber can easily go through this guide and select the channel of choice instead of flipping through all the channels. 7A.5 During the entire duration of the term, the EPG of DTHO shall always contain the information of the programs being shown on all Subscribed Channels in a manner approved by SIPL without any cost or fee to SIPL. 8. Audit 8.1 The DTHO shall on or before 31 st December of every calendar year during the Term, cause audit of its subscriber management system, conditional access system and other related systems by an auditor or an Empanelled Auditor, to verify the that the monthly Reports made available by the DTHO to SIPL are complete, true and correct, and issue an audit report to this effect to SIPL. The scope of such audit shall be as set out in Part 2 of Schedule B. 8.2 In the event that SIPL is not satisfied with the audit report received under Clause 8.1 of this Agreement or, if it s of the opinion that the Addressable Systems being used by the DTHO does not meet the requirements specified in Schedule B, SIPL shall after communicating the reasons in writing to the DTHO be entitled to audit the subscriber management systems, conditional access Page 15 of 52

16 systems and other related systems of the DTHO, once in a calendar year by an auditor or Empanelled Auditor as the case maybe. 8.3 In the event such audit reveals that additional amount is payable to SIPL, the DTHO shall pay such amount, along with Default Interest Rate, within ten (10) days and if such amount including Default Interest Rate due for any period exceed the amount reported by the DTHO to be due for such period by two (2) percent or more, the DTHO shall bear the audit expenses, and take necessary actions to avoid occurrence of such errors in the future: 8.4 The DTHO shall offer necessary assistance to auditor or Empaneled Auditors so that audit can be completed in a time bound manner. In the event a breach of the Agreement has been discovered during the course of such audit or inspection, auditor or Empaneled Auditors shall have the right to take printouts, photocopies and computer copies of the subscriber records, or any portion thereof, reasonably required to provide evidence of such breach, and take them off the premises of the DTHO and the DTHO agrees to extend reasonable co-operation in this regard. 8.5 The SMS, CAS, billing, IT systems, and all Reports that are relevant for the purpose of the Agreement shall be made available for inspection and audit to auditors or Empanelled Auditors (i) at any time during normal business hours during the Term of this Agreement and for three months after the termination of the Agreement, as the case may be, to ensure compliance with the Anti-Piracy obligations of the DTHO; and (ii) on 7 (seven) calendar days prior written notice during normal business hours to ensure compliance with all other terms of the Agreement during the Term of this Agreement and for three (3) months after the termination of this Agreement. 8.6.Any breach by or on the part of the DTHO with regard to the above covenants shall be construed as material breach of this Agreement. 8.7 Provided also that it shall be permissible to SIPL to disconnect signals of Subscribed Channels, after giving written notice of three (3) weeks to the DTHO, if such audit reveals that the Addressable System being used by the DTHO does not meet the requirements specified in the Schedule B. 9. Alteration of Service 9.1. DTHO agrees to re-transmit the Subscribed Channels in the Territory during the entire Term of this Agreement on an as-is basis and in their entirety and continuously on a 24X7X365 days basis without any break and without any editing, delays, alterations, interruptions, picture squeezing or re-sizing, insertion of graphic or animated overlays, pullthrough or crawls, deletions or additions and further agrees to make the Subscribed Channels available to its existing Subscribers as on the date of execution of this Agreement as well as its new Subscribers. 9.2 The DTHO agrees and undertakes not to: Page 16 of 52

17 9.2.1 copy /use any of the programmes, data or content included on the Subscribed Channel(s) for the purpose of distributing them later, or for any other reason, except as may be required by any applicable Laws within the Territory; cut, edit, insert, dub, voice-over, sub-title, reformat or otherwise change or make additions to any programmes, data or content included on the Subscribed Channel(s) except as may be required by any applicable Laws; use any interactive technology or other interferences (such as red button) or redirect traffic from the Subscribed Channels in any manner, whether for content or for promotion without express prior written permission from SIPL; incorporate any Subscribed Channel(s) or the programmes, data or content therein as part of any free TV, Interactive TV, IPTV, Pay Per View, Video On Demand or Near Video On Demand services or On-line Services, or otherwise exhibit or cause the exhibition of any stills, extracts or data from any Channel(s) or the programmes therein via the Internet or any other local or area wide computer network or mobile telephone or handheld device; reformat any Subscribed Channel(s) so that it appears on less than the full screen of a television or add or super-impose any data, scrolls, crawlers, buttons or other items to any Channel(s); superimpose or otherwise add any own or third party advertising, promotions, programmes, data, content; or alter any copyright, trademarks, trade names, logos, names and / or licenses on any Channel(s), Channel Mark or Promotional Materials; disadvantage or otherwise treat less favourably the Subscribed Channels, with respect to competing and similar channels on a genre and category basis. 9.3 DTHO shall not store or cause to be stored in any manner whatsoever any specific program or programming content or any part thereof of the Subscribed Channels including without limitation additional channels in its servers or facilities. DTHO shall also not deploy any advertisement skipping function in its Distribution System. There shall be no embedded functionality in DTHO s Distribution System that shall enable it to show programmes of the Subscribed Channels at a time different than that of its original telecast. 9.4 The DTHO shall use its best efforts to maintain a high quality of signal transmission for the Subscribed Channels and shall take all other necessary steps to ensure that: (a) each Subscribed Channel is received only by Subscribers who pay the full applicable subscription fees; and (b) no location for which the applicable subscription fees is not paid shall be capable of viewing the Subscribed Channel. Page 17 of 52

18 10. Delivery and Security 10.1 All Subscribed Channels must be delivered by the DTHO to Subscribers in a securely encrypted manner and without any alteration The transmission specifications and infrastructure allocated by DTHO in respect of the broadcast signal of Subscribed Channels by the DTHO to its Subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its Distribution System The DTHO shall re-broadcast and re-transmit each of the Subscribed Channels through the Distribution System to Subscribers located in the Territory in the manner of retransmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such rebroadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System s security and encryption technology, including the Encryption System (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the DTHO only after prior approval from SIPL The DTHO shall, at its own cost and expense, cause the Subscribed Channels to be received only from the satellite(s) designated by SIPL from time to time and shall ensure distribution throughout its Distribution Systems on separate, dedicated channel(s) for reception by all its Subscribers SIPL may upon execution of this Agreement, at the request of the DTHO supply or cause to be supplied necessary Equipment to the DTHO. If SIPL provides the Equipment, the DTHO shall pay to SIPL fees for the Equipment in addition to the Subscription Fee as may be informed by SIPL to the DTHO. The DTHO shall locate the Equipment at a location approved by SIPL in writing. In case the DTHO requires replacement of any defective Equipment, the DTHO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by SIPL to the DTHO. The Equipment shall be used by the DTHO exclusively for distribution of the Subscribed Channels for which it is issued and shall at all times remain the sole and exclusive property of SIPL and the DTHO shall forthwith return the Equipment to SIPL upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The DTHO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The DTHO shall insure the Equipment immediately on execution of the Agreement SIPL shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the DTHO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the DTHO shall immediately inform SIPL. In the event the DTHO desires new Equipment(s) for any Subscribed Channel forming part of the Page 18 of 52

19 Channels, the same may be issued at the discretion of SIPL on payment of such charges as may be specified by SIPL from time to time. In the event any of the Equipment(s) is not in use by the DTHO, the same should be returned to the concerned office of SIPL immediately In order to take back possession of the Equipment from the DTHO, the DTHO shall ensure that the personnel/representative of SIPL are allowed free and unobstructed access to the location where the Equipment is installed and take possession of the same. The DTHO shall not interfere with such procedure During the Term, the DTHO s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers on a channel-by-channel, STB-by-STB and decoderby-decoder basis. The DTHO shall install decoding equipment and all other equipment necessary to receive and distribute the Subscribed Channels at its own cost and expense. The DTHO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of digital outputs. The DTHO further agrees to make no use, nor authorize or permit others to make use, of the Subscribed Channels or the programming on the Subscribed Channels other than as expressly set forth in this Agreement. SIPL shall have the right in its sole discretion to either suspend the transmission of any or all of the Subscribed Channels by the DTHO, or terminate this Agreement in accordance with the Law, if the DTHO distributes any or all of the Subscribed Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement The DTHO shall use its best efforts to maintain for the Subscribed Channels the quality standard afforded to other channels of the same genre in a non-discriminatory fashion. The DTHO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule. 11. Anti-Piracy 11.1 In order to prevent theft, piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any Channel, in whole or in part, (hereinafter collectively referred to as Piracy ), the DTHO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the Security Systems ) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by SIPL The DTHO shall adhere to the anti-piracy obligations and security measures set out in Schedule E. Page 19 of 52

20 11.3 To ensure the DTHO s ongoing compliance with the security requirements set out in the Agreement, SIPL may require technical audits ( Technical Audit(s) ) conducted by auditor or Empanelled Auditor, during the Term and the DTHO shall provide full and complete information for conducting Technical Audit, by furnishing details as provided in Schedule E. If the results of any Technical Audit are not found to be satisfactory by either the DTHO or SIPL, then SIPL shall work with the DTHO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, SIPL may, in its sole discretion, suspend the DTHO s right to distribute the Subscribed Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to SIPL s satisfaction. DTHO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the DTHO to SIPL s satisfaction DTHO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the Subscribed Channels, distributed / transmitted through its Distribution System at least every ten (10) minutes on 24 x 7 x 365 basis DTHO shall not authorize, cause or suffer any portion of any of the Subscribed Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by DTHO at the time the Subscribed Channels are made available. If DTHO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Subscribed Channels for any other purpose, DTHO shall within ten (10) minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Subscribed Channels for any other purpose, notify SIPL and the DTHO shall also switch off the concerned STB to prevent such unauthorized use. However, use of a STB with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the DTHO shall not be treated as unauthorized use, as long as such STB is used in accordance with the terms and conditions of the Agreement between the DTHO and the Subscriber If so instructed by Information (as defined below) by SIPL, the DTHO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber indulging in piracy, within ten minutes from the time it receives such instruction from SIPL Any communication under this Clause 11.7 shall be considered as valid Information only if (i) the information is sent through in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such Information. However the Information may even be provided by SIPL representatives through other means of communications such as telephonic message, fax etc. and the said Information shall later Page 20 of 52

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