ODRL DISTRIBUTION AGREEMENT

THIS ODRL DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [______], 2011, is entered into by and between Culver Digital Distribution Inc., with an address at 10202 West Washington Blvd., Culver City, California, 90232 (“CDD”), andAmazon Digital Services, Inc., a wholly-owned subsidiary of Amazon.com, Inc., with an address at1200 12th Avenue South, Suite 1200, Seattle, Washington 98144-2734 (“Amazon”). For good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

  1. DEFINITIONS. All capitalized terms used herein and not otherwise defined in this Agreement shall have the meanings set forth below.
  2. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Amazon or CDD as appropriate.
  3. “Amazon-Branded Approved Device” shall mean any Streaming Device that is branded with the Amazon.com brand and distributed by Amazon.
  4. “Amazon Subcontractors” shall mean third party contractors retained by Amazon for the provision of services required by Amazon in connection with the Service.
  5. “Approved Device” shall mean Target Devices and/or Portable Devices and/or Streaming Devices collectively; provided, however, that in each case, Target Devices and/or Portable Devices and/or Streaming Devices shall be Approved Devices only to the extent they comply with the Target Device-specific or Portable Device-specific or Streaming Device-specific, as applicable, requirements and limitations set forth herein (e.g., the limitations and obligations in the Approved Format, Approved Transmission Means, the Usage Rules, and the content protection and DRM requirements set forth in the attached schedules hereto, etc.). Approved Devices shall run on an Approved Operating System.
  6. “Approved Format” shall mean (1)with respect to Included Programs for downloading to Customers for Target Devices and Portable Devices as otherwise set forth herein, a digital electronic media file compressed and encoded for secure transmission and storage in accordance with Schedule C attached hereto (a)in the Windows Media Player format (Version 9) and wrapped in Windows Media Series 10 DRM with the license settings/configuration set forth in Schedule B-2 hereto (as such settings may be modified with CDD’s prior written consent), (b)in accordance with the TiVo DRM with the license settings/configuration set forth in ScheduleB2A hereto (solely with respect to digital electronic media files compressed and encoded for secure transmission and storage in such resolutions for transmission to TiVo Devices), (c)wrapped in Widevine Cypher 4 DRM (“Widevine Format”), (d) wrapped in PlayReady DRM (“Playready Format”), or (e)in such other codecs and DRMs as Amazon may request that CDD approve and CDD may approve, from time to time, in its sole discretion (CDD’s approval of any DRM (including any Streaming DRM) shall also be deemed to include CDD’s approval of any successor version thereto); and (2)with respect to Included Programs for Streaming to Customers as part of Streaming Functionality, as set forth in the Approved Streaming Formats. CDD and Amazon agree to use good faith efforts to discuss the addition of new codecs and DRMs pursuant to subsection 1(d) above upon the request of either party, but neither party shall be under any obligation to the other to approve any specific additional codec or DRM. Without limiting CDD’s rights in the event of a Security Breach, CDD shall have the right to withdraw its approval of any Approved Format in the event that such Approved Format is materially altered by its publisher in a manner that CDD determines is detrimental to the protection of Included Programs, such as a change to an Approved Format that alters the security systems or usage rules previously supported by the Approved Format; provided, however, that no such withdrawal shall be effective unless and until CDD has given Amazon 15 days prior notice of such withdrawal (during which period Amazon may attempt to address CDD’s concerns, it being understood that CDD shall determine whether its concerns have been met in its sole discretion);and provided,further, that CDD will not give notice of its exercise of such withdrawal rights in circumstances where CDD is not providing analogous notices to other ODRL services in the Territory that possess Similar Service Features and that utilize the relevant Approved Format in substantially the same way as Amazon, unless those other ODRL services have implemented measures that prevent the detrimental effects of the relevant material alteration. The effects of any such withdrawal on Digital Locker Functionality shall be as set forth in Sections 14.1 and 14.2. For the avoidance of doubt, changes to the Windows Media Player format or TiVo DRM that do not alter the security systems or usage rules previously supported by the player shall not, in and of themselves, be changes that entitle CDD to withdraw the Approved Format. Also, “Approved Format” shall include that a file remain in its approved level of resolution and not be down- or up-converted (it being understood that Amazon is not responsible for down- or up-conversion of Included Programs after they have been delivered from the Service, so long as the Service delivers Included Programs in their approved level of resolution and does not take affirmative steps to enable or encourage down-conversion or up-conversion). As used herein, the term “TiVo DRM” means TiVo’s digital rights management functionality implemented by Amazon as set forth in ScheduleB2A.
  7. “Approved Operating System” shall mean any one of Windows XP, Windows 7 or 8, Mac OS X, iOS, Android (where the implementation is marketed as “Android” and is compliant with the Android Compliance and Test Suites (CTS) and Compatibility Definition Document (CDD)), Symbian, RIM QNX, versions of Linux controlled by the manufacturer of Approved Device on which the version of the Linux runs, any subsequent versions of any of these, and any other operating system agreed in writing with Licensor.
  8. “Approved Streaming Formats” shall mean a digital electronic media file compressed and encoded for secure Streaming transmission in accordance with Schedule C attached hereto: (a)for Flash Devices, in the Adobe RTMP-E for Streaming Flash encoded video to web browsing applications subject to the content protection/license settings specifications and obligations set forth in Schedule B-5 and B-6 hereto (as such provisions may be modified with CDD’s prior written consent) (“Flash Format”);(b)for Hardware-Based DRM Streaming Devices set forth on Schedule A (“Pre-approved Hardware-Based DRM Streaming Devices”), encrypted using Secure Socket Layer (SSL) encryption for Streaming content to the Pre-approved Hardware-Based DRM Streaming Devices in accordance with the content protection/license settings specifications and obligations set forth in Schedule B-5 and Schedule B-6 hereto (as such provisions may be modified with CDD’s prior written consent) (“Pre-approved Hardware-Based DRM Streaming Format”);(c)for any other Hardware-Based DRM Streaming Device, the content protection/license settings specifications and obligations set forth in the Hardware-Based DRM Streaming Device Approval Addendum for such Hardware-Based DRM Streaming Device (as such provisions may be modified with CDD’s prior written consent) (“Applicable Hardware-Based DRM Streaming Device Format”); (d)for Flash Access Devices, encrypted using the Adobe Flash Access content protection solution for Streaming Flash Access encoded video to web browsing applications subject to the content protection/license settings specifications and obligations set forth in Schedule B-5 and B-6 hereto (as such provisions may be modified with CDD’s prior written consent) (“Flash Access Format”);(e) for Widevine Devices, encrypted using the Widevine Formatsubject to the content protection/license settings specifications and obligations set forth in Schedule B-5 and B-6 hereto (as such provisions may be modified with CDD’s prior written consent); and (f) for Playready Devices, encrypted using the Playready DRMsubject to the content protection/license settings specifications and obligations set forth in Schedule B-5 and B-6 hereto (as such provisions may be modified with CDD’s prior written consent). With respect to any Flash Device that utilizes any Microsoft Windows-based operating system (“Windows-Based Flash Device”), CDD shall have the right to withdraw its approval of the Flash Format as an Approved Streaming Format for the transmission of any Included Programs if the Flash Format does not support output protections as defined in Sections 1.3 and 1.4 of Schedule B-5 by December 31,2011; provided, however, that (i)no such withdrawal shall be effective unless and until CDD has given Amazon fifteen (15) days’ prior written notice of such withdrawal (during which period Amazon may attempt to address CDD’s concerns, it being understood that CDD shall determine whether its concerns have been met in its sole discretion), (ii)CDD shall give notice of its exercise of such withdrawal rights only in circumstances where CDD is providing analogous notices to all other ODRL services (in the Territory) that have a substantial amount of Similar Service Features and whose continued use of the Flash Format poses substantially similar security risks as Amazon’s continued use of the Flash Format, and (iii)notwithstanding any such withdrawal, Amazon shall have the right to continue to use the Flash Format as an Approved Streaming Format for any Customer Transaction occurring after the date of such withdrawal if, prior to the date of such withdrawal, Amazon entered into a Customer Transaction pursuant to which the same Customer was authorized to receive an exhibition of the same Included Program. In the event of the withdrawal by CDD of its approval of any Approved Streaming Format, Amazon shall have the right to terminate this Agreement immediately upon written notice to CDD.
  9. “Approved Transfer Means” shall mean that, with respect to each Customer Transaction, Customers may be permitted to transfer Included Programs to the second of the two (2) permitted Target Devices (excluding TiVo Devices that are Target Devices) (or to any replacement of the first or second of such Target Devices (excluding TiVo Devices that are Target Devices) in accordance with the terms hereof) via means of burning or copying to and transferring from digital media (e.g., a DVD±R) or an external hard drive or other storage; provided however, that in each such instance the DRM license for the Target Device for the Included Program that allows the Included Program to be viewable on a Target Device shall be delivered directly from the Service.
  10. “Approved Transmission Means” shall mean: (i) for Target Devices (and not for Portable Devices), Amazon’s delivery of audio-visual content (a) for downloading to Customers on a Target Device over the public, free to the consumer (other than a common carrier/ISP access charge) network of interconnected networks (including the so-called Internet, Internet2 and World Wide Web), each using technology which is currently known as Internet Protocol (“IP”), whether transmitted over cable, DTH, FTTH, ADSL/DSL, Broadband over Power Lines (“BPL”) or other means that is not precluded by this Agreement (the “Internet”); (b) via Approved Transfer Means and (c) with CDD’s prior written approval, which may be given or withheld in CDD’s sole discretion on a system-by-system basis, for downloading on an Approved Device over a closed distribution network or networks (including a subscription service that offers programming not generally available on the World Wide Web or a so-called “walled garden” or closed ADSL/DSL, cable or FTTH service), each using IP technology, whether transmitted over cable, DTH, FTTH, ADSL/DSL, BPL or other means that is not precluded by this Agreement; (ii) for Portable Devices (and not for Target Devices or Streaming Devices), Amazon’s enabling of Side Loading; and (iii)for Streaming Devices (and not for Target Devices or Portable Devices), Amazon’s delivery of audio-visual content viaStreaming to Customers on an Approved Streaming Device over the Internet.The parties acknowledge that the DRM encompassed within the Approved Format may be revised such that the transmission means described in clause (i) above may be practical and secure for use with Portable Devices and that, in such event, the parties will, at either party’s request, discuss the possibility of enabling such transmission means for Portable Devices hereunder, it being understood that neither party will be under any obligation to approve or implement any changes to the Approved Transmission Means but that CDD will not unreasonably withhold its approval of such changes to the Approved Transmission Means. In the event CDD makes such a change to the Approved Transmission Means generally available to other ODRL services in the Territory, CDD will offer to make such changes available to Amazon on the same terms and conditions unless there is a reasonable Service-related reason for CDD not to do so. Nothing in this definition shall limit any of Amazon’s obligations under this Agreement, including, without limitation, obligations related to the specific types of Approved Devices, the Approved Format or the Usage Rules.“Approved Transmission Means” does not include any means of Viral Distribution and such transmission means may only be enabled upon CDD’s prior written approval of the applicable implementation and technology; it being understood that such approval is not currently given by CDD. For purposes of clarity, for Target Devices, “Approved Transmission Means” includes “pre-ordering” (download requested by a Customer prior to the Availability Date of an Included Program) of an encrypted file by a Customer in anticipation of a Customer Transaction, provided that such file cannot be downloaded, decrypted or otherwise viewed prior to: (y) the Availability Date for such Included Program and (z) the completion of a Customer Transaction in respect thereof and, provided further, that such pre-ordering is otherwise in compliance with this Agreement. Furthermore, with CDD’s prior written approval, which may be given or withheld in CDD’s sole discretion, “Approved Transmission Means” for Target Devices may include “push download” (download initiated by Amazon rather than Customer) of an encrypted file to a Customer in anticipation of a Customer Transaction, provided that such file cannot be decrypted or otherwise viewed prior to: (1) the Availability Date for such Included Program and (2) the completion of a Customer Transaction in respect thereof.
  11. “Authorized Version” of an Included Program shall mean the version made available by CDD to Amazon; provided, however,that for Included Programs that are also available on DVD, CDD shall use commercially reasonable efforts to notify Amazon of any material differences (e.g., deleted scenes or changed music) between the content of the Included Program and the content of the movie/program on DVD (it being understood that the existence of such differences will be the exception rather than the rule). For the avoidance of doubt, the foregoing notice requirement shall apply only to the content of the applicable movie/program itself and not to any “bonus materials” (including, without limitation, interviews, extra scenes, behind the scenes, etc.)or other content other than the movie/program itself, it being understood that the Included Programs will not include any such “bonus materials”or any materials other than the movie/program itself. Furthermore, Amazon acknowledges that there may be more than one version of a title on DVD (e.g., special edition, anniversary edition, director’s cut, etc.) and that, unless CDD indicates otherwise, the Authorized Version shall correspond with the initially launched version of such title on DVD. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the encoding, playback, authoring, chaptering and/or user experience for DVD viewing will differ from those of Included Programs provided hereunder (e.g., Included Programs will not have chaptering) and that such differences shall not cause an Included Program to be deemed to not be in the Authorized Version or to otherwise be a breach of CDD’s obligations under this Agreement. For the avoidance of doubt, “Authorized Version” shall in no event include the 3D version of an Included Program.
  12. “Availability Date” shall mean, with respect to each Included Program, the date, as specified by CDD, on which Amazon is entitled to commence Customer Transactions with respect to the Included Program on the Service.
  13. “Business Day” shall mean any day other than (i) a Saturday or Sunday or (ii) a day on which banks in Seattle, Washington or Los Angeles, California are closed or authorized to be closed.
  14. “Cached Streaming” shall mean the transmission of an Included Program in encrypted form to an Amazon-Branded Approved Device in the Widevine Format or the Playready Format, where (i)the Included Program may be temporarily stored in a local cache on the Amazon-Branded Approved Device, (ii)any playback of such temporarily stored Included Program may only be commenced if the Amazon-Branded Approved Device is then connected to the Internet, and (iii)such temporarily stored Included Program will be rendered no longer viewable on the earliest to occur of (a) termination of the Service content delivery software client (“Delivery Client”) on that Amazon-Branded Approved Device, (b) commencement of playback via the Delivery Client on that Amazon-Branded Approved Device of another audio-visual program available on the Service, or (c) twenty-four (24) hours after the Included Program was temporarily stored in a local cache on the Amazon-Branded Approved Device.
  15. “Current Series” shall mean a Television Program that is a broadcast television series that is then currently in its initial terrestrial broadcast television broadcast season.
  16. “Customer” shall mean a registered user of the Service authorized by Amazon to receive, decrypt and play a copy of an Included Program from the Service in accordance with the terms and conditions hereof.
  17. “Customer Transaction” shall mean each instance in which a Customer is authorized by Amazon to download, receive, decrypt and play a copy of an Included Program from the Service, it being understood that a Customer’s usage of an Included Program in a manner allowed by this Agreement (including, without limitation, usage in the Approved Format and in compliance with the Usage Rules) occurring after the Customer Transaction pursuant to which Amazon initially authorized such Customer to download, receive, decrypt and play the applicable Included Program shall not be deemed to give rise to additional Customer Transactions.
  18. “Deliver” shall mean, with respect to each Included Program, CDD’s completion of each of the following:

(A)delivery to Amazon (or CDD’s making available to Amazon in a manner contemplated hereby (or otherwise agreed to by the parties)) of a Source Copy;