Common use of Comcast Covenants Clause in Contracts

Comcast Covenants. 4.9.1 Comcast shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Studio’s prior written consent. Comcast shall not charge any club fees, access fees, monthly service fees or similar fees specifically for access to the Licensed Service containing Included Programs (but not referring to any equipment purchase or rental fee or any high speed data fees (whether on a usage or other basis); provided that such fee or any portion thereof is not creditable against any customer per transaction fees), or offer the Included Programs on a subscription or negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate DHE charge or other charge but is entitled to a reduction or series of reductions thereto on a program by program basis if such consumer affirmatively elects not to receive or have available for reception such program) without Studio’s prior written consent. 4.9.2 Studio acknowledges that, although the TOS (as defined below) clearly prohibits any use of Included Programs other than Personal Use, the distribution technology used by Comcast in connection with the Licensed Service is not capable of controlling or detecting whether a Customer’s viewing is “private” or whether a user charges an access fee and, accordingly, any such use that is unknown to and unauthorized by Comcast by a Customer shall not be deemed a breach by Comcast hereunder. If Comcast discovers or is otherwise notified that an Included Program is being exhibited or has been exhibited for other than Personal Use, Comcast shall promptly (i) generally notify Licensor of the nature of such non Personal Use; and

Comcast Covenants. 4.9.1 Comcast shall not be permitted in any event to offer or conduct promotional campaigns for the Included Programs offering free buys, including without limitation “two-for-one” promotions (by coupons, rebate or otherwise) without Studio’s prior written consent. Comcast shall not charge any club fees, access fees, monthly service fees or similar fees specifically for access to the Licensed Service containing Included Programs (but not referring to any equipment purchase or rental fee or any high speed data fees (whether on a usage or other basis); provided that such fee or any portion thereof is not creditable against any customer per transaction fees), or offer the Included Programs on a subscription or negative option basis (i.e., a fee arrangement whereby a consumer is charged alone, or in any combination, a service charge, a separate DHE charge or other charge but is entitled to a reduction or series of reductions thereto on a program by program basis if such consumer affirmatively elects not to receive or have available for reception such program) without Studio’s prior written consent. 4.9.2 . Studio acknowledges that, although the TOS (as defined below) clearly prohibits any use of Included Programs other than Personal Use, the distribution technology used by Comcast in connection with the Licensed Service is not capable of controlling or detecting whether a Customer’s viewing is “private” or whether a user charges an access fee and, accordingly, any such use that is unknown to and unauthorized by Comcast by a Customer shall not be deemed a breach by Comcast hereunder. If Comcast discovers or is otherwise notified that an Included Program is being exhibited or has been exhibited for other than Personal Use, Comcast shall promptly (i) generally notify Licensor of the nature of such non Personal Use; andand (ii) use commercially reasonable efforts consistent with Comcast’s then-applicable commercial practices to cause the cessation of such non-Personal Use. Comcast’s failure to take the actions in the immediately preceding actions shall be considered a breach of this Agreement.