Sub-Distribution. In addition to and without limiting the generality of the grant of rights contained in this Lease, TESC shall have the right and the license to sub-distribute, re-sell and/or otherwise retransmit the Services to Distributors who do not offer the Services over platforms that are Transmission System Exclusions (collectively, "Sub-Distributors") including, without limitation, cable system operators and service providers to developments such as master planned communities, gated residential communities, homeowners' associations, multiple dwelling units, colleges and universities, and housing cooperatives (which sub-distribution may include sub-distribution to parties that may use various technological methodologies to obtain and distribute the Service including, without limitation, C-band receive facilities such as SMATV systems and all forms of wireless and wire-line data distribution technology such as BSS or FSS satellite regardless of frequency or band, copper wire, fiber optic, or coaxial cable and all forms of terrestrial wireless either now existing or hereafter developed); provided, that TESC shall not subdistribute, re-sell, and/or sublicense a Service to a franchised cable television system that has more than 3,000 contiguous subscribers without the prior written consent of Playboy. Distribution under this paragraph must be performed by Sub-Distributors (i) using a method whereby the distribution terminates at a Set-Top Box, (ii) using a method that does not include the use of technologies that are Transmission System Exclusions, and (iii) who have technology to provide conditional access and parental controls protection that is at least equivalent to that used by TESC. If, within thirty (30) days after receipt by TESC from Playboy of written notice that a Sub-Distributor is not complying with an applicable material term of this Lease, the Sub-Distributor still is not complying with the applicable term, then TESC shall cease delivery of the Service to the Sub-Distributor; provided, that TESC shall use reasonable efforts to immediately cease transmission to any Sub-Distributor that TESC has knowledge is delivering a Service in violation of applicable Law. All revenues received by TESC from Sub-Distributors attributable to the Services, and any VOD Purchases, if applicable, shall be included in the calculation of Gross Revenues and all Subscribers receiving the Services through Subdistributors shall be counted for purposes of Section 5(a) of the Lease and Section (C) of Exhibit B. In addition, TESC shall have the right but not the obligation to receive the Signals from any Distributor.
Appears in 1 contract
Sub-Distribution. In addition to and without limiting the generality of the grant of rights contained in this Lease, TESC and its Affiliate DISH shall have the right and the license to sub-distribute, re-sell and/or otherwise retransmit the Services to Distributors who do not offer the Services over platforms that are Transmission System Exclusions (collectively, "“Sub-Distributors"”) including, without limitation, cable system operators and service providers to developments such as master planned communities, gated residential communities, homeowners' ’ associations, multiple dwelling units, colleges and universities, and housing cooperatives (which sub-distribution may include sub-distribution to parties that may use various technological methodologies to obtain and distribute the Service including, without limitation, C-band receive facilities such as SMATV systems and all forms of wireless and wire-line data distribution technology such as BSS or FSS satellite regardless of frequency or band, copper wire, fiber optic, or coaxial cable and all forms of terrestrial wireless either now existing or hereafter developed); provided, that TESC shall not subdistribute, re-sell, and/or sublicense a Service to a franchised cable television system that has more than 3,000 five thousand (5,000) contiguous subscribers Subscribers without the prior written consent of Playboy. Distribution under this paragraph must be performed by Sub-Distributors (i) using a method whereby the distribution terminates at a Set-Top Box, (ii) using a method that does not include the use of technologies that are Transmission System Exclusions, and (iii) who have technology to provide conditional access and parental controls protection that is at least equivalent to that used by TESC. If, within thirty (30) days after receipt by TESC from Playboy of written notice that a Sub-Distributor is not complying with an applicable material term of this Lease, or of TESC otherwise becoming aware that a Sub-Distributor is not complying with an applicable material term of the Lease, the Sub-Distributor still is not complying with the applicable term, then TESC shall cease delivery of the Service to the Sub-Distributor; provided, that TESC shall use reasonable efforts to immediately cease transmission to any Sub-Distributor that TESC has knowledge is delivering a Service in violation of applicable Law. All revenues received by TESC from Sub-Distributors attributable to the Services, and any VOD Purchases, if applicable, shall be included in the calculation of Gross Revenues and all Subscribers receiving the Services through Subdistributors shall be counted for purposes of Section 5(a) of the Lease and Section (C) of Exhibit B. In addition, TESC shall have the right but not the obligation to receive the Signals from any other Distributor. TESC shall contractually require that Sub-Distributors comply with all applicable obligations imposed upon TESC for distribution of the Services to its Subscribers under the Lease, including without limitation, Section 5 (DELIVERY AND TRANSMISSION OF THE SERVICES) and Section 8 (MARKETING AND USE OF MARKS). TESC shall indemnify Playboy in accordance with the Indemnification section of this Lease for any claims relating to TESC’s sub-distribution of either Service.
Appears in 1 contract