Page 1 of 99. The IPTV OPERATOR shall deliver the following information/documents to ZEEL on or prior to the date of execution of this Agreement:

Transcription

1 REFERENCE INTERCONNECT OFFER ( RIO ) OF ZEE ENTERTAINMENT ENTERPRISES LIMITED ( ZEEL ) FOR INTERNET PROTOCOL TELEVISION ( IPTV ) PLATFORM FOR INTERCONNECTION WITH IPTV OPERATOR TO BE EFFECTIVE FROM 1 st January, 2018 Pursuant to clause 13.2B.1 of the Telecommunication (Broadcasting and Cable Services) Interconnection (Fifth Amendment) Regulation 2009 dated 17 th March 2009 ( Regulations ) This Reference Interconnect Offer (RIO) is being published by Zee Entertainment Enterprises Limited for Zee Group Channels (hereinafter referred to as Zee Group Channels) and also on behalf of the Broadcaster(s) of various Zee Group Channels as detailed in ANNEXURE II under Authorisation from them, in accordance with Clause 13A of the Telecommunication (Broadcasting and Cable Services) Interconnection (Seventh Amendment) Regulation, 2014 dated 10 th February The terms mentioned in this Reference Interconnect Offer (RIO) are broad technical and commercial terms and conditions including the terms and conditions mentioned in Schedule III to the Regulations applicable to IPTV OPERATOR(S) retransmitting signals of the Zee Group Channels to Subscribers in terms of the Regulations. On receipt of a request from the IPTV OPERATOR(S) in terms of Clause 3.2 of the Regulations, ZEEL and the concerned IPTV OPERATOR(S) shall have to enter into a detailed Distribution Agreement containing all the terms and conditions to enable the IPTV OPERATOR(S) to avail the signals of the Zee Group Channels for further re-transmission to the Subscribers from its Platform. Every IPTV OPERATOR as defined in the Regulations, while seeking interconnection with ZEEL shall ensure that its Digital Addressable Systems ( DAS ) installed for the distribution of the TV channels meet the DAS requirements specified in ANNEXURE - X herein read with Schedule 1 to the Regulations as amended. Provided that in case ZEEL finds that the equipment(s) being used by IPTV OPERATOR for distribution of TV channels does not meet the requirements specified in IPTV guidelines and the Regulations, it shall inform such IPTV OPERATOR who shall get its equipment(s) audited by M/s Broadcast Engineering Consultants India Ltd. or any other authority as may be specified by the Telecom Regulatory Authority of India by direction from time to time and obtain a certificate from such agency that its equipment(s) meets the requirements specified in IPTV guidelines and the Regulations. The IPTV OPERATOR shall deliver the following information/documents to ZEEL on or prior to the date of execution of this Agreement: i) PAN Card; ii) Entertainment Tax Registration; iii) Service Tax Registration; iv) Tax Deduction Account Number (TAN); Page 1 of 99

2 v) Certificate / Registration issued to the IPTV OPERATOR by the Ministry of Information and Broadcasting (MIB) to provide Services through the IPTV platform; Please refer ANNEXURE VIII; vi) copy of the resolution passed by the board of directors of the IPTV OPERATOR or an authority letter from the IPTV OPERATOR authorizing to execute this Agreement on behalf of the IPTV OPERATOR; vii) CAS declaration from the conditional access vendor in the format set out at ANNEXURE XII. viii) SMS declaration from the SMS vendor in the format set out at ANNEXURE XIII. Defined Terms In this RIO, unless repugnant or contrary to the context hereof or otherwise defined herein, the following terms, when capitalised, shall have the meanings assigned when used herein: BIS Bouquet or Bouquet of Channels Channels Conditional Access Converted Channel(s) Fingerprinting means the Bureau of Indian Standards established under the Bureau of Indian Standards Act means an assortment of distinct Zee Group Channels, offered together as a group or as a bundle means all television channels licensed by ZEEL to IPTV OPERATOR. means control mechanisms, data structures and commands that scramble and encrypt signals in order to provide selective access and denial of specific channels, data, information or services to paying Subscribers. shall mean (i) conversion of a Free-to-Air Channel into a Pay Channel; or (ii) conversion of a Pay Channel(s) to a Free-to-Air Channel. means exercises where code numbers are made overtly to appear on the screen of a Television and/or covertly in the signals of the Channels that enables identification of the Smart Card being used to access such signals. 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; Incentive Scheme Incentive Scheme shall mean various Incentive(s) as detailed in: (i) ANNEXURE V for Incentive on Bouquet(s) of SD Channel(s) ; and Page 2 of 99

3 (ii) ANNEXURE VI for Incentive on A-la-Carte Rate of HD Pay Channel(s) opted by IPTV OPERATOR. The applicable Incentive(s) shall be calculated as per details provided by IPTV OPERATOR in the format(s) specified by ZEEL. Each of the aforesaid incentives shall individually be referred to as an Incentive or collectively as Incentives. New Channels shall mean the new channels to be launched and/or distributed by ZEEL in future and/or not forming part of the list of Channels set out in ANNEXURE II as on date of execution of this Agreement. Receiver Box Removed Channel Set Top Box Smart Card Ordinary Subscriber Service Providers means the ZEEL approved decoder, receiver or integrated receiver-decoders used in conjunction with a Viewing Card in order to facilitate the receipt of the signals of the Channels by the IPTV OPERATOR. Shall mean any Channel(s) which ZEEL cease to grant right in respect of such Channel(s). means a device which is connected to or part of a television set and which allows a Subscriber to receive in descrambled form the Channels distributed by the IPTV OPERATOR. means, in relation to a Subscriber, a card or other device issued by IPTV OPERATOR to that Subscriber that, when enabled by a CA System and inserted in such Subscriber's Set Top Box, has the functionality of enabling such Subscriber's Set Top Box to receive the Channels distributed by the IPTV OPERATOR. shall mean any ordinary subscriber availing the Channel through a single Set Top Box through the Distribution System and uses the same for his domestic purposes.. For the avoidance of doubt, it is hereby clarified that for the purposes of calculating the Monthly License Fee for Ordinary Subscriber shall have the meaning set out in Clause no.9 read with ANNEXURE - VII. means each of the owners, operators or distributors of any of the Zee Group Channels Territory means the territorial boundaries as defined in Clause 3 Viewing Card means the ZEEL approved viewing card to be used in conjunction with the Receiver Box in order for IPTV OPERATOR to access and decode each of the Channels. 1. Parties ZEE ENTERTAINMENT ENTERPRISES LIMITED ( ZEEL ) and Licensed Digital signal provider in the Territory, hereinafter referred to as the IPTV OPERATOR Page 3 of 99

4 2. Term The Term of the Agreement shall be with effect from, 2017 valid upto 31 st March 2018 unless terminated in accordance with the terms of the Agreement. The Term of the Agreement may be extended on terms and conditions to be mutually agreed and recorded in writing between the parties. If the Parties wish to renew this Agreement on the expiry of the Term, both Parties shall enter into discussions at least sixty (60) days prior to the expiry of the Term. Provided further that if the Parties do not agree on the terms of the New Agreement, then ZEEL may disconnect the retransmission of the signals of the ZEEL Channels at any time after the expiry of the Term after giving written notice as per Applicable Law. 3. Territory As agreed between the Parties to operate on pan-india basis also stated in terms of areas and cities as per ANNEXURE-I. 4. Zee Group Channels As set out in ANNEXURE - II attached herewith hereinafter referred to as Zee Group Channels or Channels. Standard Definition Channels Shall may be referred to as Zee Group SD Channels and High Definition Channels may be referred to as Zee Group HD Channels. Both SD and HD Channels may be collectively referred to as Zee Group Channels/ZEEL Channels (as the case may be). ZEEL reserves the right at any time during the Term to remove any channel from the list of Zee Group Channels if it ceases to distribute such channel(s) in the Territory and terminate the grant of the associated distribution rights to IPTV OPERATOR and/or may replace any removed channel with a replacement channel or to add any channel to the list of Zee Group Channels and to grant the distribution rights to IPTV OPERATOR in respect of the replacement or new channel. 5. Rights IPTV OPERATOR shall have the non-exclusive right to carry the Zee Group Channels during the Term via its IPTV Platform in the Territory in an encrypted mode only on the digital addressable systems (as defined in the Regulations) owned and operated by the IPTV OPERATOR (the Platform ) for distribution to Subscribers. The parties agree that on signing of the Agreement, IPTV OPERATOR shall have the non-exclusive right to distribute the channels from its Platform, simultaneously upon receipt of signal along with the multiple audio feed, if any, without interruption, editing, Page 4 of 99

5 interference or alteration, to the IPTV OPERATOR s authorized subscribers only, hereinafter referred to as Subscriber, as defined in Clause 6 of this Offer. All other rights and means of distribution not specifically and expressly granted to IPTV OPERATOR are expressly excluded and reserved by ZEEL. The IPTV OPERATOR shall not be granted Time Shift, all kinds of Multiplexing, Pay Per View (PPV), Video on Demand (VoD) or Near Video on Demand (NVoD) rights and ZEEL reserves such rights. IPTV OPERATOR shall not store any content of ZEEL satellite television channels for any reason whatsoever, including, but not limited to the purpose of provision to its Subscribers as part of any Free TV, Interactive TV, Online service, save and except for compliance recording. Usage of Digital Video Recorder (DVR) and or Personal Video Recorder (PVR) by the IPTV OPERATOR shall not be permitted. Nevertheless, use of DVR and PVR by the end consumer shall be allowed provided there is no automatic advertisement skipping function nor there is any mechanism whereby DVR and or PVR have a store and forward function. IPTV OPERATOR shall carry each of the Channels in their entirety, at the time transmitted by ZEEL and its licensors along with multiple audio feed, if any, without any editing, dubbing, voice over, sub title, delays, alterations, interruptions, picture squeezing or re-sizing, insertion of graphic overlays, pull-through or crawls, deletions or additions. The IPTV OPERATOR shall offer all contributory language feeds for a given channel to every subscriber entitled to access that channel. IPTV OPERATOR shall, under no circumstance, sub license and/ or assign and/ or transfer the rights granted to it by ZEEL. IPTV OPERATOR shall not push content onto the Set Top Box ( STB ), there shall not be automatic advertisement skipping function and/ or the IPTV OPERATOR shall not create a virtual Video on Demand (VoD) or other on demand service in respect of the Zee Group Channel(s). Distribution is permitted only to STB s of IPTV OPERATOR on the Platform. Distribution right on all other platforms Page 5 of 99

6 including DACS,, Mobile, Broadband, PC, Internet, Wireless, DTH, HITS or any other technology which may be introduced in future is not granted herein and the same are expressly withheld by ZEEL. 6. Authorised Subscriber means any subscriber who receives the signals of a service provider at a place indicated to the service provider by him without further transmitting it to any other person and includes ordinary subscribers and commercial subscribers as defined in clause 2 (ic) and 2(ma) of Telecommunication (Broadcasting and Cable Services) Interconnection (Ninth Amendment) Regulation, 2015 dated 14 September as amended till date unless specifically excluded. Ordinary Subscriber: means a subscriber who is not a commercial subscriber; 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; It is further agreed that the definition Commercial Subscribers and the provisions of the channels to Commercial Subscribers under this Agreement shall be subject to the directions/orders passed in Appeal No. 4 & 5 (C) of 2015 before TDSAT, Civil Appeal No of 2015 before Supreme Court of India or any other appeal, review, application pending before any court of law/tribunal including Writ Petition No, 5161 of 2014 before Delhi High Court. For avoidance of doubt, it is clarified that Commercial Subscribers shall be excluded from the purview of this Agreement, and the same are subject to outcome of the petition stated herein above in this para. Subscriber for the purposes of calculation of the Monthly License Fee means, for any calendar month, each Set Top Box, which is availing the Zee Group Channel(s) of ZEEL through the IPTV OPERATOR. Rates of Zee Group Channels applicable to Ordinary Subscribers are as per ANNEXURE - II of this RIO. IPTV OPERATOR shall not be permitted nor shall be entitled to activate the STB/ provide signals of any Zee Group Channels to any such subscribers who have not submitted Subscriber Application Form (SAF) as per the requirement under the applicable Regulations/ Laws. Non-compliance of this condition shall be termed as a material breach which will Page 6 of 99

7 entitle ZEEL to disconnect its channels by giving seven (7) days written Notice. However, in the event, the IPTV OPERATOR provides signals to both Ordinary and Commercial Subscribers, then the CAS and SMS system of the IPTV OPERATOR must be capable of segregating both the types of subscribers, Ordinary and Commercial Subscribers, whereby two separate and distinct SMS reports would be submitted by the IPTV OPERATOR to ZEEL. Each Set Top Box in a household or unit in a residential multiunit dwelling or in an establishment shall be treated as a separate Subscriber. Where a Subscriber has more than 1 (one) STB (hereinafter Supplementary Connection ) authorized by the IPTV OPERATOR to receive the Channels then such Supplementary Connection(s) shall be considered as a separate and distinct Subscriber in all respect including License Fee. IPTV OPERATOR shall maintain proper and accurate records of such supplementary connection and would furnish the details thereof as and when required by ZEEL. It is hereby agreed and acknowledged by the Parties that this Agreement does not confer upon the IPTV OPERATOR, right to distribute Zee Group Channels in any manner to any Commercial Subscriber. For the Commercial Subscribers, the Parties shall enter into a separate agreement for subscription of Zee Group Channels/ programmes on mutually agreed terms. It is further clarified that the aforesaid definition of ordinary subscribers and commercial subscribers and calculation of license fee in regards thereto is subject to any further judicial pronouncements. 7. Packaging A. IPTV OPERATOR undertakes to ZEEL that it shall package Zee Group Channels as per applicable law including but not limited to the relevant regulations notified by TRAI. IPTV OPERATOR undertakes to ZEEL that no Zee Group Channel shall be: i. disadvantaged or otherwise treated less favorably by the IPTV OPERATOR with respect to competing channels on a genre basis; and Page 7 of 99

8 ii. included in any package or tier that contains any channel with pornographic content or any gambling channel. IPTV OPERATOR shall give ZEEL at least three (3) months prior written notice of any changes to the packaging/ tiering of the channels available on its Platform. All changes will be made in good faith without targeting the Zee Group Channels for discriminatory treatment vis-à-vis similar channels falling within the same genre. B. For the avoidance of doubt it is clarified that, notwithstanding anything contained in this RIO, in case the IPTV OPERATOR opts for any of the Incentive Scheme(s) then the IPTV OPERATOR shall be liable to package and place the Channel(s) as detailed in the said Scheme(s) including but not limited to the threshold eligibility requirements of the said Incentive Scheme(s). 8. Main Obligations of IPTV OPERATOR i Any agreement entered into by the IPTV OPERATOR, its sub-operators and their respective Affiliates with a Subscriber shall not relieve the IPTV OPERATOR, its sub-operators and their respective Affiliates of any of their obligations under this Agreement and IPTV OPERATOR shall ensure that such agreements are not in any way prejudicial to the rights and obligations between the Parties as set out in this Agreement. ii iii iv v The IPTV OPERATOR agrees that it shall not make its Subscribers take other channels or services or fulfill any other commercial consideration as a precondition to receive the Channel(s) of ZEEL. That the IPTV OPERATOR shall continue to offer and shall not remove any Channel(s) or discontinue the exhibition of any Channel(s) offered by it as part of a Subscriber Package in terms of the packaging and placement conditions of the Incentive Scheme(s) opted (if any) during the entire Term of this Agreement. Further, the IPTV OPERATOR shall not offer limited period exhibition of any Channel(s) to Subscribers. Once a Channel(s) has been included in a Subscriber Package, the IPTV OPERATOR shall not stop exhibition of any Channel(s) without strictly following the procedure prescribed for changing the composition of the Subscriber Package under Page 8 of 99

9 Standards of Quality of Service Regulation as amended till date and shall also be under a legal obligation to comply with the conditions stipulated in the Incentive Scheme opted by the IPTV OPERATOR. vi vii viii. ix. IPTV OPERATOR shall not distribute the Zee Group Channels outside the Territory without the express written consent of ZEEL. IPTV OPERATOR shall protect the Intellectual Property of ZEEL and shall not cause or permit anything which may damage or endanger the Intellectual Property or assist or allow others to do so. The IPTV OPERATOR shall not apply for registration of Trade mark as a Trade mark in its own name and shall not use any name or mark similar to or capable of being confused with the Trade name or mark of ZEEL. IPTV OPERATOR shall not acquire of claim any proprietary Rights in the Intellectual Property of ZEEL. It is agreed that no independent advertising shall be inserted by IPTV OPERATOR and IPTV OPERATOR shall not superimpose or otherwise alter any copyright, trademarks, trade names, logos, names on any Channel. IPTV OPERATOR undertakes to take all appropriate and necessary steps and measures to prevent piracy or any other violation, disclose correctly all the information as required by ZEEL, ensure distribution by sub-operator only to persons in the IPTV OPERATOR s SMS and CAS database and operating within the limits of the subscription rights as conferred in terms of this Agreement. 9. License Fee 9.(i) Rate of Zee Group Channel(s): (A) Rate(s) of Zee Group of Channel(s) are as under: (a) A-la-Carte Rate for Standard Definition Channel(s) as per ANNEXURE II (Part I) (b) Rate of Bouquet of Standard Definition Channel(s) as per ANNEXURE III (c) A-la-Carte Rate of High Definition Channel(s) as per ANNEXURE II (Part II) Page 9 of 99

10 (B) (C) ZEEL is also offering the Zee Group Channel(s) under various Incentive Scheme(s) detailed herein below. The IPTV OPERATOR at its sole discretion can opt for these Incentive Scheme(s) in accordance with the terms and conditions of respective Incentive Scheme(s). (a) Scheme on Bouquet Rate of Standard Definition (SD) Channel(s) as detailed in ANNEXURE V; and (b) Incentive Scheme on High Definition (HD) Channel(s) as detailed in ANNEXURE VI. For avoidance of doubt it is hereby clarified that the IPTV OPERATOR is under no obligation to opt for any of the above mentioned Incentive Scheme(s) to avail the Zee Group Channel(s) as it can avail the Zee Group Channels both on A- la-carte basis and/or on Bouquet basis as per the rates mentioned in Clause (A) herein above. In the event the IPTV OPERATOR chooses to opt for / avail any of the Incentive Scheme(s) as mentioned in Clause (B) herein above, it will have to comply with the Incentive eligibility conditions as set out in respective Incentive Scheme(s) and furnish an Undertaking in the format as specified in ANNEXURE IV read along with Schedule A and Exhibit(s) related thereto. 9.(ii) Calculation of License Fees During the Term, the IPTV OPERATOR shall pay to ZEEL, a License Fee which shall be calculated in the manner set out in ANNEXURE VII. 10. Payment Terms IPTV OPERATOR agrees to pay to ZEEL the License Fees as per the terms set out in ANNEXURE VII. 11. Watermark/Logo The IPTV OPERATOR shall be permitted to use its own watermark/logo on the screen which is visible and identifiable with the service provided by the IPTV OPERATOR. However, no such watermark/logo shall be used by the IPTV OPERATOR which conveys or indicates a brand logo in any manner whatsoever. The IPTV OPERATOR shall have to seek prior written approval from ZEEL with regards to the size, type, location of the watermark/logo to be used on the screen by the IPTV OPERATOR on Zee Group channels transmitted on its IPTV platform. Page 10 of 99

11 12. EPG Before the signing of the Agreement, IPTV OPERATOR shall apprise and make available to ZEEL the EPG Policy of the IPTV OPERATOR s platform. During the entire duration of the term, the EPG of IPTV OPERATOR shall always contain the information of the programs being shown on all Zee Group channels in a manner approved by ZEEL without any cost or fee to ZEEL. IPTV OPERATOR shall provide the format in which the said information regarding all the channels shall be furnished by ZEEL. The Logical Channel Numbers LCNs for the Zee Group Channels shall not be changed during the Term. The IPTV OPERATOR shall give ZEEL at least three (3) months prior written notice of any changes to the LCNs for any other channels on its Platform. All changes will be made in good faith without targeting the Zee Group Channels for discriminatory treatment vis-à-vis similar channels falling within the same genres. However, in event the IPTV OPERATORS avails any of the Incentive Scheme then it shall be liable to comply with the conditions pertaining to LCN laid down in the respective Incentive Scheme. 13. Delivery and Security All Zee Group Channels must be delivered by the IPTV OPERATOR to subscribers in a securely encrypted manner and without any alteration. The transmission specifications and infrastructure allocated by IPTV OPERATOR in respect of the broadcast signals of the Zee Group channels by IPTV OPERATOR to its Subscribers shall be no worse than that of the signal of any other channel within the same genre on its IPTV Platform. ZEEL shall provide requisite number of Integrated Receivers and Decoders (IRDs) subject to payment of stipulated processing fees, interest free security deposit per IRD and AMC charges IPTV OPERATOR. Further, the IPTV OPERATOR shall confirm the details of Integrated Receiver Decoder (IRD s) in respect of all such channels availed from ZEEL in the format provided in ANNEXURE - VIII. 14. Audit ZEEL representatives, at any time during normal business hours during the Term of the Agreement and for six months Page 11 of 99

12 after the termination of the Agreement, shall have the right, not more than thrice (3) in each calendar year during the term of the Agreement, to review and/ or audit the Subscriber Management System (SMS), Conditional Access System (CAS), other related systems and records of Subscriber Management System of the IPTV OPERATOR relating to the Channel(s) provided by ZEEL for the purpose of verifying the amounts properly payable to ZEEL under the Agreement, the information contained in Subscriber Reports and full compliance with the terms and conditions of the Agreement. The IPTV OPERATOR shall be under a legal obligation to revert within four (4) days ( Revert Period ) after a request is received for audit from ZEEL, so that the audit exercise can be undertaken at a date before end of seven day period. In the event the IPTV OPERATOR fails to respond or provide a convenient date for audit falling within a month of the request date then in such an event, ZEEL shall at its discretion levy an additional charge equivalent to ten percent (10%) of one month s License fees paid by the IPTV OPERATOR for the previous month. For the avoidance of doubts it is clarified that the additional charge of 10% as referred to above shall continue to be levied on monthly basis till the Audit is commenced. In the event an audit reveals that IPTV OPERATOR has under-reported the number of Subscribers or has misrepresented any item or has failed to keep accurate and complete records: (I) IPTV OPERATOR having a bearing on the computation of the License Fee payable by the IPTV OPERATOR, ZEEL shall provide the IPTV OPERATOR with written notice setting out the amount of such additional fee ( Shortfall Amount ) payable by the IPTV OPERATOR to ZEEL ( Notice of Shortfall ). Upon receipt of the Notice of Shortfall, the IPTV OPERATOR shall immediately, and in any event no later than Seven (7) calendar days from the date of receiving such Notice of Shortfall pay the Shortfall Amount together with interest at the Default Interest Rate for the period from the date when the payments should have been made by the IPTV OPERATOR until the actual date of payment in the manner set out in Clause 9. (II) If the Shortfall Amount due for any period exceeds the fees reported by the IPTV OPERATOR to be due for such period by two percent (2%) or more, the IPTV OPERATOR shall be liable to bear all the costs incurred by ZEEL in connection with such review and/or audit as Page 12 of 99

13 well as pay additional charge at the rate of ten percent (10%) of the agreed rates for such additional subscribers revealed during the audit exercise. Besides, the IPTV OPERATOR shall take requisite action necessary to prevent such errors in the future and such obligation shall survive the termination of this Agreement. If within a period of two (2) weeks from the date of demand by ZEEL, the IPTV OPERATOR fails to pay the Shortfall Amount or any other amounts found due on the basis of such audit/inspection, including the cost and expenses of such audit/inspection and additional charge, ZEEL shall have the right to deactivate or disconnect the Channel(s) and/or terminate this Agreement in accordance with applicable Law without prejudice to its right to claim the amount due to ZEEL in addition to any other action that may be deemed appropriate; and (III ) In the event during the audit exercise if it is found that the IPTV OPERATOR has not informed ZEEL about any change/ replacement of his existing SMS / CAS system declared at the time of execution of the agreement or in case where the IPTV OPERATOR has introduced and is making use of one or more SMS / CAS systems for which it has not declared true and correct subscribers count along with the choice of channels subscribed by the subscribers then in such an event ZEEL shall at its discretion, charge ffor such additional subscribers attributable to such supplementary/ additional SMS / CAS systems with a 1.25 times of the agreed rates from the date of agreement. (IV) ZEEL shall also have the option in its sole discretion (in addition to ZEEL s other rights and remedies under law or equity) to suspend delivery of the Zee Group Channels pursuant to Clause 18 and/or to terminate the agreement as per applicable law IPTV OPERATOR. (V) The IPTV OPERATOR shall remain the sole owner and holder of all customer databases compiled by the IPTV OPERATOR under this Agreement. (VI) The IPTV OPERATOR will maintain at its own expense a subscriber management system ( SMS ) capable of, at a minimum: (a) maintaining a computerised customer database capable of recording adequate details of each Page 13 of 99

14 Subscriber, including name, address, chosen method of payment and billing; (b) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in the SMS database for ongoing administration; (c) handling all ongoing administrative functions in relation to Subscribers, including, without limitation, billing and collection of subscription payments, credit control, sales enquiries and handling of complaints; (d) administering payments of any commission fees from time to time payable to the IPTV OPERATOR s authorised agents for the sale to Subscribers of programming packages; (e) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and issue replacement smartcards from time to time in its discretion; and (f) enable new Subscribers via the SMS addressing system and disable defaulting Subscribers from time to time in its discretion. (VII) The IPTV OPERATOR shall maintain accurate, complete and up to date records of every subscriber s details, details of the location of every STB, smart card, records and accounts of billings including historical billing data, type of subscribers, sub licenses, correct conditional access log, SMS data, duly executed agreements with subscribers, forms filed by Subscribers, receipt books regarding payments from the Subscribers, books of accounts and records reflecting all transactions relating to the Services and authorizations of STB / CPE, in particular the name, complete address, billing and payment details of all Subscribers ( Subscriber Records ). The IPTV OPERATOR shall ensure that it s SMS and billing software allows for monitoring and printing historical data relating to subscriber activation and/or deactivation, going back to at least 2 (two) years at any point of time. Page 14 of 99

15 (VIII) IPTV OPERATOR shall, at the request of ZEEL, send a report in respect of systems, measures and compliances with this Clause 14, in accordance with the format and medium, electronic and hard copy, as may be specified by ZEEL from time to time. Such report shall be authenticated by the agencies or vendors providing CA software and subscriber management / billing system software. It is agreed between the Parties that neither ZEEL s acceptance of any such information or payment, nor ZEEL s inspection or audit of the IPTV OPERATOR's records or accounts shall prevent ZEEL from later disputing the accuracy or completeness of the same provided that ZEEL submits reasons for disputing the same. (IX) The SMS, CAS, billing, IT systems, and all Subscriber Records that are relevant for the purpose of the Agreement shall be available for inspection and audit by ZEEL or ZEEL s representatives (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 IPTV OPERATOR; and (ii) on 3 (three) 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 months after the termination of this Agreement. (X) The IPTV OPERATOR shall give ZEEL s representatives any assistance they may reasonably require in connection with their audit investigations. In the event a breach of the Agreement has been discovered during the course of such audit or inspection, ZEEL s representatives 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 the IPTV OPERATOR agrees to extend reasonable cooperation in this regard. (XI) The scope of such audit conducted by ZEEL in accordance with Clause 14 (VI) shall be as set out in ANNEXURE - IX The IPTV OPERATOR shall provide full cooperation to ZEEL s auditors in order to carry out the audit including but not limited to granting Page 15 of 99

16 unfettered, unqualified and unrestricted access to IPTV OPERATOR s facilities and systems including but not limited to SMS, CAS, IT, billing, and other systems and providing documents as may be required by the auditors. IPTV OPERATOR shall have no objection to the auditors carrying or using their own equipment, systems including but not limited to laptops, software and hardware for conducting such audit and shall be provided with free ingress and egress from the premises wherein such audit is conducted. The IPTV OPERATOR shall not refuse, oppose, or defeat data retrieval, data storage, or data analysis by the auditor at any stage during the audit. The auditor shall own and possess all working data. Further, the auditor shall be free to decide and devise the methodology and the manner for conducting the audit. The provisions contained in this Clause shall also apply to Technical Audits as stated in Clause 14 herein below. Any breach by or on the part of the IPTV OPERATOR with regard to the above covenants shall be construed as material breach of this Agreement. (XII) IPTV OPERATOR shall maintain all the relevant records including but not limited to the records pertaining to packaging, penetration, Logical Channel Numbers (LCN) of Zee Group Channels along with sequential positioning thereof within the genre and shall submit the monthly report thereof in a stipulated format to ZEEL. 15. Anti-Piracy 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 IPTV OPERATOR 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 ZEEL. The IPTV OPERATOR shall comply with the Anti-Piracy Requirements of ZEEL set out in Clause VI and VII in ANNEXURE - IX and also provide full and complete information for conducting Technical Audit by Page 16 of 99

17 furnishing details outlined in clause I, II, III, IV and V of ANNEXURE - IX attached herewith. To ensure the IPTV OPERATOR s ongoing compliance with the security requirements set out in the Agreement, ZEEL may require technical audits ( Technical Audit(s) ) conducted by an independent and/or ZEEL s representative security technology auditor ( Technical Auditor and/or ZEEL s representative ), approved by ZEEL in writing at any time during normal business hours during the Term of the Agreement and for six months after the termination of the Agreement, at ZEEL s cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the IPTV OPERATOR or ZEEL, then ZEEL shall work with the IPTV OPERATOR in resolving this issue in the next fourteen (14) business days. If a solution is not reached at by then, ZEEL may, in its sole discretion, suspend the IPTV OPERATOR s right to distribute the Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to ZEEL satisfaction. The IPTV OPERATOR 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 IPTV OPERATOR to ZEEL s satisfaction. The IPTV OPERATOR shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the Channels, distributed / transmitted through its Platform at least every 10 minutes on 24 x 7 x 365(6) basis. The IPTV OPERATOR shall not authorize, cause or suffer any portion of any of the Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by the IPTV OPERATOR at the time the Channels are made available. If the IPTV OPERATOR becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Channels for any other purpose, the IPTV OPERATOR shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Channels for any other purpose, notify ZEEL and the IPTV OPERATOR shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the IPTV OPERATOR shall not Page 17 of 99

18 be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the subscription agreement between the IPTV OPERATOR and the subscriber. The IPTV OPERATOR shall comply with the specifications for Set Top Box, Conditional Access System and Subscriber Management System as set out in ANNEXURE X attached herewith. If so instructed by Information (as defined below) by ZEEL, the IPTV OPERATOR 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 ZEEL. Any communication under this clause 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 ZEEL representatives through other means of communications such as telephonic message, fax etc. and the said information shall later be confirmed by ZEEL through and the IPTV OPERATOR shall be under obligation to act upon such information. 16. Reports The IPTV OPERATOR will maintain at its own expense a Subscriber Management System ( SMS ) which should be fully integrated with the CAS (Conditional Access System). The IPTV OPERATOR shall provide to ZEEL complete and accurate opening and closing subscriber monthly reports (separately for ordinary and commercial subscribers) for the Zee Group Channels and the tier and/ or package containing Zee Group Channels within seven (7) days from the end of each month in the format set-out in ANNEXURE- XI attached herewith. Such reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each Zee Group Channel and each package in which a Zee Group Channel is included) and the Licence Fees payable to ZEEL and in case the IPTV OPERATOR opts for Incentive Schemes all the required details as per stipulated formats. Such monthly Reports shall be signed and attested by an officer of the IPTV OPERATOR of a rank not less than Head of Operations Department/ Chief Financial Officer/Chief Executive Officer who shall certify that all information in the Report is true and correct and that the number of subscribers reported in the Page 18 of 99

19 Report has been extracted from the SMS which is exactly the same as reflected in their CAS. In order to verify the authenticity of the monthly report ZEEL may ask IPTV OPERATOR to furnish the opening and closing numbers of any four (4) days in a month as randomly specified by ZEEL and the IPTV OPERATOR would furnish the said details/information accordingly within two (2) day of such request. 17. Acquired Systems If IPTV OPERATOR merges with, acquires or is acquired by a competing IPTV OPERATOR within the Territory ( Competing Platform ) and Zee Group Channels are not carried on the Competing Platform at the time of merger and in the event following the merger the Competing Platform carries the Zee Group Channel pursuant to this Agreement or IPTV OPERATOR distributes the said Channel to the Subscribers of the Competing Platform, IPTV OPERATOR or the successor company shall be obligated to pay to ZEEL an increased License Fee from the effective date of the merger, as agreed between Parties on the basis of this RIO within 30 days from the date of the merger based on the revised subscriber base of IPTV OPERATOR and the Competing Platform or the successor company/affiliates/joint ventures/networks as the case maybe. In case of parties failing to arrive at increased License Fee payable, the Parties agree to refer the matter to TDSAT. It is hereby clarified that the increased License Fee shall be over and above the License Fee payable by IPTV OPERATOR under this Agreement. If IPTV OPERATOR merges with, acquires or is acquired by a Competing Platform and the Zee Group Channel(s) are carried on Platform and the Competing Platform, then the fee payable by the combined entity / platform would be in accordance with the respective agreements of ZEEL, with the platform and competing platform prior to such merger, till a fresh agreement is entered into with ZEEL for the combined entity. Identical procedures will be followed in circumstances where the IPTV OPERATOR merges with, acquires or is acquired by multiple Competing Platforms simultaneously or a party which owns multiple Competing Platforms. 18. Suspension Rights Subject to any applicable laws, ZEEL shall have the right to suspend delivery of the Zee Group Channels to the IPTV OPERATOR after giving 21 days notice in terms of the applicable Law, in the event of: Page 19 of 99

20 i. a material breach related to License Fee if the same is not paid by the IPTV OPERATOR by the Due Date; ii. iii. a material breach related to anti-piracy, if such breach is not cured within the initial notice period of two (2) days; or a material breach not related to anti-piracy/ nonpayment of Monthly License Fee, if such breach is not cured within the initial ten (10) day notice period. The IPTV OPERATOR shall pay the License Fees during such suspension period; provided however, that if it is later proven that such suspension was in bad faith or not in accordance with the terms of this Agreement then ZEEL shall reimburse the IPTV OPERATOR any amount paid by the IPTV OPERATOR to ZEEL during such suspension period. 19. Renewal of the Agreement: The Parties shall start the process for renewal of the agreement at least 60 days prior to the date of the expiry of the existing Interconnection Agreement. New Interconnection agreement shall be entered into before the expiry of the existing Interconnection Agreement. In case the parties fail to enter into a new Interconnection Agreement before the expiry of the existing agreement, ZEEL shall not make available Zee Group channels to the IPTV OPERATOR on the expiry of the existing Interconnection agreement. 20. Termination (A). Either Party has a right to terminate the Agreement by a written notice, subject to applicable Law, to the other in the event of: i. material breach of the Agreement by the other Party which has not been cured within Twenty One (21) days of being required in writing to do so; ii. iii. the bankruptcy, insolvency or appointment of receiver over the assets of the other Party; the Digital addressable cable TV system license or any other material license/ permission necessary for the IPTV OPERATOR to operate its IPTV system service being revoked at any time other than due to the fault of the IPTV OPERATOR. Page 20 of 99

21 (B) ZEEL shall have the right to terminate this Agreement by a written notice to the IPTV OPERATOR forthwith if: i. IPTV OPERATOR breaches any of the Anti-Piracy Requirements and fails to cure such breach within ten (10) days of being required in writing to do so; or ii. ZEEL discontinues the Zee Group Channels with respect to all distributors in the Territory. (C) The IPTV OPERATOR shall have the right to terminate this Agreement on written notice to ZEEL if the IPTV OPERATOR discontinues its IPTV business and provides at least ninety (90) days prior written notice. (D) In the event that the Parties fail to enter into a new agreement prior to the expiry of the Term, IPTV OPERATOR the ZEEL would discontinue the supply of signals to IPTV OPERATOR on the date of the expiry of the agreement due to efflux of time. (E) The procedure for disconnection of signals of the Channels by either Party shall be subject to the provisions contained in the Interconnection Regulations notified by TRAI. (F) In the event the IRD Box/CAM and or Viewing Card is/are transferred to any other location in breach of this Agreement, the Agreement shall be automatically terminated without prejudice to any other rights of ZEEL under this Agreement or Law. (G) ZEEL shall have the right to disconnect the Channels provided to the IPTV OPERATOR at any time by giving a prior written notice of 21 (twenty-one) calendar days, specifying the reasons for such disconnection. (H) The right of ZEEL to terminate this Agreement shall be in addition to, and without prejudice to any other rights or remedies available to ZEEL under this Agreement or Law. 21. Effect of Termination Upon expiration or termination of the Agreement, all rights granted to and obligations undertaken by the Parties under the Agreement shall terminate immediately except: i. IPTV OPERATOR s obligations to pay License Fees accrued under the Agreement upon or prior to the expiration or termination of the Agreement; and Page 21 of 99

22 ii. iii. iv. the indemnity obligations of the Parties; and the confidentiality obligations of the Parties; and such other rights as may accrue to the Parties under applicable laws. In addition, IPTV OPERATOR shall forthwith: v. cease to use the Intellectual Property Rights of the Broadcaster and shall sign such confirmation of cessation of use of such Intellectual Property Rights as Broadcaster may require; vi. vii. viii. cease to provide or distribute/ transmit the Channels to the Subscribers; return back to the Broadcaster the IRDs. The IPTV OPERATOR shall prepare and deliver to ZEEL a final Subscriber Report relating to any amounts due to ZEEL forthwith; ix. All Promotional Materials of ZEEL and/or Confidential Information, which are in the possession of the IPTV OPERATOR, its sub-operators or any of their Affiliates or under their control shall be returned to ZEEL or be otherwise disposed of in accordance with the ZEEL s directions; x. The expiry or termination of the Agreement shall be without prejudice to any rights which have already accrued to either Party under the Agreement prior to the date of expiry or termination. xi. xii. xiii. The Parties shall immediately cease to make any representations that they are associated with each other in the Area. Termination of the Agreement shall not absolve the IPTV OPERATOR of its obligations and stipulations under the Agreement. The provisions of Clauses 24, shall survive the termination of this Agreement. 22. Intellectual Property (I) ZEEL and its licensors shall have the sole right and privilege to determine which events and programmes, advertisements, messages and the like shall be included in the Page 22 of 99

23 channels. the IPTV OPERATOR agrees and undertakes to distribute the channels in their entirety in the same manner as such channels are delivered by ZEEL, without any cutting, editing, dubbing, scrolling or ticker tape, interruptions, picture squeezing or re-sizing, insertion of graphic or animated overlays, pull-throughs or crawls, deletions or additions, blacking out, substituting or any other modification, alteration, addition, deletion or variation, substituting or any other modification, alteration, addition, deletion, variation or other interference or interruption in any manner. (II) The IPTV OPERATOR shall use its best efforts to promote an awareness of the Channel among its Subscribers and potential subscribers. The IPTV OPERATOR acknowledges that the Channel Marks and associated marks and names (and the names of programs which appear in the Service) are and shall remain the exclusive property of ZEEL and its licensors, as applicable. The IPTV OPERATOR has not and shall not acquire any proprietary or other rights or interests therein by reason of this Agreement. ZEEL shall have the sole discretion to approve the use of such Channel Marks by the IPTV OPERATOR with respect to the programmes included in the Channels. The IPTV OPERATOR shall keep fully confidential and shall not publish or disseminate any material or information which violates any conditions imposed by ZEEL or its programme suppliers and disclosed to IPTV OPERATOR by Company for the purpose of this Agreement. ZEEL acknowledges and agrees that the IPTV OPERATOR shall have the right to use the Channel Marks to promote the Channel(s) through programme guide, programme listing, internet website and for the purpose of displaying the electronic program guide if any. (III) All rights to the Channels and its contents are specifically reserved to ZEEL and its licensors, as appropriate, and may be freely exercised and exploited by them by any means, any locations and in any manner whatsoever. (IV) Notwithstanding anything contained in this Agreement, the IPTV OPERATOR agrees that ZEEL, its parent, successors, assigns or any entity that owns or controls ZEEL, directly or indirectly during the Term hereof or for any extension, may re-name and/or re-brand the Channels in its sole discretion. 23. Representations and Warranties (I) Each Party represents and warrants to the other Party that: Page 23 of 99