Common use of Restrictions on License; Reservation of Rights Clause in Contracts

Restrictions on License; Reservation of Rights. Licensee agrees that it is of the essence of this Agreement that, without the specific prior written consent of Licensor: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; (b) no Included Program may be delivered, transmitted or exhibited (i) to anyone other than a Passenger, (ii) by any means other than via the Licensed Services, (iii) using delivery means other than Approved Delivery Means, (iv) other than to Approved Devices, (v) outside of an Aircraft, or (vi) outside its License Period; (c) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (d) Licensee shall not have the right to transmit or deliver the Included Programs in a high definition, up-converted or analogous format or in a low resolution, down-converted, transcoded or analogous format. Licensee shall not itself, and shall not authorize any Passenger, to distribute the Included Programs by means of Viral Distribution. Licensor reserves the right to inspect and approve the picture quality and user experience of the Licensed Services. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Program of which it becomes aware. All licenses, rights and interest in, to and with respect to the Included Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee (including, without limitation, theatrical, non-theatrical, home video, digital electronic sale/downloading, sell-through video downloading, subscription pay television, basic television, free television, pay-per-view, high definition television, so-called “subscription video on demand”, and any so-called PVR or “personal video recorder” rights) shall be and are specifically and entirely reserved by and for Licensor. Licensor reserves all copyrights, and all the other rights in the images and sound embodied in the Included Programs. Licensee acknowledges that Licensee has no right in the Included Programs or the images or sound embodied therein, other than the right to exhibit the Included Programs in strict accordance with the terms and conditions set forth in this Agreement. It is explicitly understood that the entering into of this Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Included Programs, and nothing contained in this Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Included Programs and Licensor retains the right to fully exploit the Included Programs and Licensor’s rights therein without limitation.

Restrictions on License; Reservation of Rights. Licensee agrees that it is of the essence of this Agreement that, without the specific prior written consent of Licensor: (a) the license granted hereunder may not be assigned, licensed or sublicensed in whole or in part; (b) no Included Licensed Program may be delivered, transmitted or exhibited (i) to anyone other than a Passenger, (ii) by any means other than via the Licensed Services, (iii) using a delivery means system other than an Approved Delivery MeansMean, (iv) other than to Approved Devices, (v) outside of an Aircraft, or (vi) outside its License Period; (c) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden herein; and (d) Licensee shall not have the right to transmit or deliver the Included Licensed Programs in a high definition, up-converted or analogous format or in a low resolution, down-converted, transcoded or analogous format. Licensee shall not itself, and shall not authorize any Passenger, to distribute the Included Licensed Programs by means of Viral Distribution. Licensor reserves the right to inspect and approve the picture quality and user experience of the Licensed Services. Licensee shall immediately notify Licensor of any unauthorized transmissions or exhibitions of any Included Licensed Program of which it becomes aware. All licenses, rights and interest in, to and with respect to the Included Licensed Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee (including, without limitation, theatrical, non-theatrical, home video, digital electronic sale/downloading, sell-through video downloading, subscription pay television, basic television, free television, payvideo-peron-viewdemand, high definition television, so-called “subscription video on demand”, and any so-called PVR or “personal video recorder” rights) shall be and are specifically and entirely reserved by and for Licensor. Licensor reserves all copyrights, and all the other rights in the images and sound embodied in the Included Licensed Programs. Licensee acknowledges that Licensee has no right in the Included Licensed Programs or the images or sound embodied therein, other than the right to exhibit the Included Licensed Programs in strict accordance with the terms and conditions set forth in this Agreement. It is explicitly understood that the entering into of this Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Included Licensed Programs, and nothing contained in this Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Included Licensed Programs and Licensor retains the right to fully exploit the Included Licensed Programs and Licensor’s rights therein without limitation.

Restrictions on License; Reservation of Rights. Licensee agrees that it is of the essence of this the Agreement that, without the specific prior written consent of Licensor, or except as otherwise set forth herein: (a) other than as set forth in Section 21 hereof, the license granted hereunder License may not be assigned, licensed or sublicensed in whole or in part; , (b) no Included Program may be delivered, transmitted transmitted, exhibited or exhibited (i) otherwise shown to anyone other than a PassengerSubscriber; (c) no Included Program may be delivered, (ii) transmitted, exhibited or otherwise shown by any means other than via as set forth in Section 2 of the Licensed Services, (iii) using delivery means other than Approved Delivery Means, (iv) other than to Approved Devices, (v) outside of an Aircraft, or (vi) outside its License PeriodAgreement; (cd) no person or entity shall be authorized or permitted by Licensee to do any of the acts forbidden hereinherein or by the Agreement; and (de) except to the extent such rights are granted pursuant to Section 2.2.1 of the Agreement, Licensee shall not have the right to transmit deliver, transmit, exhibit or deliver the otherwise show any Included Programs Program in a high definition, up-up converted or analogous format or in a low resolution, down-converted, transcoded or analogous down converted format. Licensee shall not itself, and shall not authorize any Passenger, to distribute the Included Programs by means of Viral Distribution. Licensor reserves the right to inspect and approve the picture quality and user experience of the Licensed Services. Licensee shall immediately promptly notify Licensor of any unauthorized transmissions or exhibitions of any Included Program Programs of which it becomes aware. All licenses, rights and interest in, to and with respect to the Included Programs, the elements and parts thereof, and the media of exhibition and exploitation thereof, not specifically granted herein to Licensee (including, without limitation, theatrical, non-theatrical, home video, digital electronic sale/downloading, sell-through video downloading, subscription pay television, basic cable television, free broadcast television, payand basic cable television on demand or subscription video-peron-viewdemand rights, high definition television, so-called “subscription video on demand”, and any so-called PVR or “personal video recorder” rights) shall be and are specifically and entirely reserved by and for Licensor. Licensor reserves all copyrightsWithout limiting the generality of the foregoing, and all the other rights in the images and sound embodied in the Included Programs. Licensee acknowledges and agrees that Licensee has no right in the Included Programs or the images or sound embodied therein, other than the right to exhibit the Included Programs in strict accordance with the terms and conditions set forth in this the Agreement. It Except as otherwise set forth in the Agreement, it is explicitly understood that the entering into of this the Agreement shall not be construed as granting to Licensee or any other person or entity any interest in the copyright or any other right in the Included ProgramsPrograms or the images or sound embodied therein, and nothing contained in this the Agreement is intended to convey or will convey to Licensee any ownership or other proprietary interests in the Included Programs or the images or sound embodied therein and Licensor retains the right to fully exploit the Included Programs without limitation. License Fees. Licensee shall be responsible for the collection of all sums due from Subscriber Transactions. It is expressly agreed that, as between Licensee and Licensor’s rights therein without limitation, Licensee shall bear all collection risk for sums due from Subscriber Transactions, and, except as set forth in the Agreement, all Subscriber Transactions shall be included in the calculation of the aggregate PPV/VOD License Fees regardless of whether and when sums associated therewith are actually paid by the Subscriber.