Supplemental Terms for Additional Products:

Capitalized terms not defined below, have the meaning given in the applicable Schedule A Order Form between Customer and Comcast Cable Communications Management, LLC and/or its Affiliates (“Comcast”).

Comcast CDN Storage and Delivery Services.  If Customer orders Comcast CDN Storage and Delivery Services, Comcast will arrange, for content hosting, caching, delivery, and other related services (“CDN Services”) as further described below. 

Comcast Live Linear Streaming Service.  If Customer orders Comcast Live Linear Streaming Service, Comcast will arrange for content acquisition, processing, delivery, and other related services (“Live Linear Streaming Service”) as further described below. 

Third Party CDN Storage and Delivery Services. If Customer orders third party storage services, Comcast will arrange for the storage of Digital Media Files on storage server(s) through one or more third parties, as determined by Comcast in its sole discretion.  Comcast will have no responsibility for the operation or maintenance of the storage server hardware, its connectivity to the application server, its operating system and/or its platform software, or any third party application software associated with, or necessary for, the operation and functioning of the storage server in its capacity as a networked file server, including functions associated with access thereto and manipulation thereof by the Comcast Products for purposes of making the Digital Media Files accessible to Audience Members via the Customer website.  Fees for Customer’s use of the storage service will be invoiced in accordance with the Agreement, but will be invoiced on a monthly basis in arrears.  If Customer orders third party DELIVERY SERVICES:  Comcast will arrange, during the Schedule Term, for the delivery of Customer Digital Media Files from the streaming server(s) through one or more third parties, as determined by Comcast in its sole discretion.  Comcast will have no responsibility for the operation or maintenance of the streaming server hardware, its connectivity to the application server and storage server, its operating system and/or its platform software, and any third party application software associated with, or necessary for, the operation and functioning of the streaming server in its capacity as a networked file server, including functions associated with access thereto and manipulation thereof by the Comcast Products for purposes of distributing the Digital Media Files to Audience Members via the Customer website.  Customer acknowledges and agrees that Comcast streaming servers support delivery via the following protocols: Hypertext Transfer Protocol (HTTP), Hypertext Transfer Protocol Secure (HTTPS), and Real Time Message Protocol (RTMP).  These specific supported protocols are subject to change upon Comcast’s written notice to Customer. To the extent that Customer requires streaming servers that support a protocol not listed in this Schedule, it will be Customer's responsibility to arrange for such streaming servers through a third party at Customer's sole cost and expense. Fees for Customer’s use of the streaming service will be invoiced in accordance with Section 6 of the Agreement, but will be invoiced on a monthly basis in arrears.

NOTE:  If Customer has had access to the Comcast Products during any trial period, whether or not such trial period has been covered by a previous written agreement, during the term of this Agreement, Customer will pay for all Customer’s Digital Media File storage and streaming on Comcast’s servers at the rates indicated in this Schedule, as if Customer had ordered storage and streaming under this Schedule, until such point that Customer has both (a) removed all Digital Media Files from Comcast’s servers and (b) notified Comcast that it may remove access to such servers from Customer’s account.

Microsoft PlayReady Service. If Customer orders the Microsoft PlayReady Service, Comcast will arrange Customer’s use of Microsoft®’s PlayReady® service, which provides  the electronic documents provided to Customer hereunder that incorporate a digital signature that associates a public key and private key with Customer and can be used to establish a chain of trust (“Certificates”); the software utilities that can create Protected Content and metadata from Customer’s Digital Media Files (“Packagers”); and the proprietary technology and services that create and distribute Protected Content, Content Licenses, and Content Policies (“PlayReady”) provided by Microsoft Licensing, GP and its Affiliates (“Microsoft”). Customer acknowledges that, should it elect to purchase this service through Comcast, its use of the Microsoft® software is subject to additional terms and conditions below.

 

Comcast CDN SERVICES

This Schedule A – Comcast CDN SERVICES sets forth the terms and conditions applicable to Customer’s purchase from Comcast of the Comcast CDN Services, and shall be read in conjunction with the Agreement.  The terms and conditions set forth below shall supplement but not otherwise modify the Agreement.

  1. Definitions.  Any capitalized terms used but not otherwise defined in this Schedule A – Comcast CDN SERVICES shall have the meaning ascribed thereto in the Agreement, or, if not defined there, have the common meaning understood in the industry.
    • “Committed Data Rate” or “CDR” shall mean the minimum data rate committed by Customer expressed in Gigabytes (GBs) per month as set forth in Section 4 of this Schedule A.
    • “Customer Activation Date” will mean the date that CDN Services will be available to Customer for production traffic.
    •  “Delivery Service” means a logical instance of the CDN Services to Customer configured on Comcast’s CDN and represented as a fully qualified domain name (i.e. http://ccr.delivery-service-name.top.comcast.net).
    • End User” means the person or entity utilizing the CDN Services, including but not limited to an employee or agent of Customer.
    • “GB” means Gigabyte.
    • “Network” means the IP backbone and equipment owned or controlled by Comcast and used in connection with the CDN Services.
    • “Origin” means the digital storage library for Digital Media Files.
    • “PB” means Petabyte.
    • “Request Router” shall mean any Comcast Network equipment that is configured to accept and route requests for Digital Media Files from Customer’s Audience Members for delivery via the Comcast CDN Service during normal network operations,.
    •  “TB” means Terabyte.
  2. CDN Service Description.
    • Measurement. Comcast will measure Company’s use of the CDN Services monthly using the standard total Gigabytes-delivered measurement.
    • Pull. The CDN Services will be provided using Customer’s Origin.
  3. Service Terms.
    • Comcast may change the coverage of its Network or the capacity of its connections to other networks without consultation with Customer, provided that if such change materially degrades the CDN Services, Customer shall provide written notice to Comcast.
    • Comcast or any of its appointed Affiliates may perform any of Comcast’s obligations, but Comcast shall remain fully liable for all performance delegated to any Affiliate.  Comcast may exercise any of its rights under the Agreement by itself or through any of its Affiliates.
    • The CDN Services will not be considered active until the earlier of (1) Customer’s use of the CDN Services for production traffic, or (2) 5 days following the Customer Activation Date.
  4. Fees. Fees applicable to the Comcast CDN Services will include the traffic delivered from mid-tier caches to edge caches and from edge caches to Customer’s Audience Members.
  5. Disclaimer of Warranties; Limitation of Liability. TO THE EXTENT PERMITTED BY LAW:  (A) NEITHER COMCAST NOR ITS AFFILIATES MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE CDN SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND CONDITIONS OR WARRANTIES IMPLIED BY CUSTOM, GENERAL LAW OR STATUTE ARE EXCLUDED; AND (B) COMCAST AND ITS AFFILIATES SHALL NOT BE LIABLE TO CUSTOMER FOR LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICES OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES OR LOSS REGARDLESS OF THEORY OF LIABILITY. COMCAST’S AND/OR ITS AFFILIATES’ LIABILITY TO CUSTOMER FOR DIRECT DAMAGES WITH RESPECT TO THE CDN SERVICES IN THE AGGREGATE DURING ANY CALENDAR YEAR SHALL NOT EXCEED THE GREATER OF $100,000 OR THE TOTAL AMOUNT PAID OR PAYABLE WITH RESPECT TO THE AFFECTED SERVICE(S) DURING THE 12 MONTH PERIOD PRECEDING THE OCCURRENCE OF SUCH DAMAGES UNLESS EXPLICITLY SET FORTH HEREIN
  6. Resale Restriction.  Customer may not resell or misrepresent the Comcast CDN Services as a standalone product, and also may not include it as a component bundled with other services. Notwithstanding the foregoing or anything else in the Agreement to the contrary, Comcast will not be liable under any circumstances to any third party customer of Customer with respect to the CDN Services.

 

Comcast LIVE LINEAR STREAMING SERVICE

This Schedule A – Comcast Live Linear sets forth the terms and conditions applicable to Customer’s purchase from Comcast of the Comcast Live Linear Streaming Service, and shall be read in conjunction with the Agreement.  The terms and conditions set forth below shall supplement but not otherwise modify the Agreement.

  1. Definitions.  Any capitalized terms used but not otherwise defined in this Exhibit shall have the meaning ascribed thereto in the Agreement, or, if not defined there, have the common meaning understood in the industry.
    • “Acquisition” means receiving Channels over terrestrial or satellite systems in Comcast facilities, including without limitation, via dedicated satellite transponders or network circuits or “best-effort” public Internet connections not limited to those within Comcast’s footprint.
    • “Channel” shall mean a linear Digital Media File broadcast to Customer’s Audience Members in real time.
    • “Content Management System” shall mean any software and underlying physical infrastructure employed by Comcast to configure and orchestrate the Linear Streaming Service workflow, organize Streams on Origin, publish to External Origin, and publish Channels onto a medium available for Audience Members to view during normal system operations, as identified in the applicable Customer Service Order.
    •  “Encoding” means compressing and preparing Channels for play back by Audience Members.
    • “External Origin” means the external, third-party digital storage library for Streams.
    • “Origin” means the Comcast digital storage library for Streams.
    • “Packaging” means converting encoded Channels into Streams compatible with Audience Member’s play back devices and sequencing those Streams in the desired order for play back.
    • “Stream” shall mean a collection of Channel variants necessary to provide the Linear Streaming Service to different Audience Members.  Each Stream is a combination of features configured for video and audio encoding.
  2. Service Description.
    • Configuration.
      1. The Comcast Live Linear Streaming Service can be configured as an end-to-end workflow of Channel processing including Acquisition, Encoding, Packaging, Origin, and Content Management or as standalone systems and components.
      2. The Comcast Live Linear Streaming Service can be configured to publish Streams to Comcast Origin only or both to Comcast Origin and to one or more External Origin(s).
    • CDN Services. For clarity, the Fees applicable to the Comcast Live Linear Streaming Service do not include fees for Comcast CDN Delivery Services (also known as Asset Distribution Services), or any content delivery component or associated usage charges.
  3. Activation.
    • Provisioning. For engineering and provisioning convenience, Comcast and Customer may agree to provision, activate and acceptance test the Comcast Live Linear Streaming Service earlier; however the Comcast Live Linear Streaming Service will not be considered active until the earlier of: (i) Customer’s use of such Comcast Linear Streaming Service for production Streams, or (ii) 5 days following the date that Comcast makes the Comcast Live Linear Streaming Service available to Customer for production Channels and Streams.
  4. Disclaimer of Warranties; Limitation of Liability. TO THE EXTENT PERMITTED BY LAW:  (A) NEITHER COMCAST NOR ITS AFFILIATES MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMCAST LIVE LINEAR STREAMING SERVICE, INCLUDING WITHOUT LIMITATION WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND CONDITIONS OR WARRANTIES IMPLIED BY CUSTOM, GENERAL LAW OR STATUTE ARE EXCLUDED; AND (B) COMCAST AND ITS AFFILIATES SHALL NOT BE LIABLE TO CUSTOMER FOR LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICES OR ANY OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES OR LOSS  REGARDLESS OF THEORY OF LIABILITY. COMCAST’S AND/OR ITS AFFILIATES’ LIABILITY TO CUSTOMER FOR DIRECT DAMAGES WITH RESPECT TO THE COMCAST LIVE LINEAR STREAMING SERVICE IN THE AGGREGATE DURING ANY CALENDAR YEAR SHALL NOT EXCEED THE GREATER OF $100,000 OR THE TOTAL AMOUNT PAID OR PAYABLE WITH RESPECT TO THE AFFECTED SERVICE(S) DURING THE 12 MONTH PERIOD PRECEDING THE OCCURRENCE OF SUCH DAMAGES UNLESS EXPLICITLY SET FORTH HEREIN. 

 

MICROSOFT PLAYREADY SERVICE

This Schedule A -Microsoft PlayReady sets forth the terms and conditions for Customer’s use of: the electronic documents provided to Customer hereunder that incorporate a digital signature that associates a public key and private key with Customer and can be used to establish a chain of trust (“Certificates”); and the proprietary technology and services that create and distribute Protected Content, Content Licenses, and Content Policies (“PlayReady”) provided by Microsoft Licensing, GP and its Affiliates (“Microsoft”).  As used herein, “Protected Content” means a Digital Medial File encrypted using PlayReady.  As used herein, “Content Policy” means metadata associated with Protected Content containing usage rules for such Protected Content.  As used herein, “Content License” means metadata that contains an encrypted cryptographic value used in encrypting Digital Media Files for secure distribution and for use by a Microsoft runtime to decrypt Protected Content for access and use in accordance with the Content Policy for such Protected Content.  Certificates and PlayReady shall be considered Comcast Products, as that term is used in the Agreement.  This Schedule A -Microsoft PlayReady applies only to the Certificates and PlayReady, and does not apply to any other Comcast Products.  To the extent there is any conflict between the terms of this Schedule A -Microsoft PlayReady and the terms of the Agreement, the terms of this Schedule A -Microsoft PlayReady shall supersede and prevail with respect to the Certificates and PlayReady.  Capitalized terms used but not otherwise defined in this section shall have the meaning ascribed to them in the Agreement.  

1. TERMS OF USE

To initiate the use of Certificates or PlayReady, Customer must first place an order for use of PlayReady.  Comcast support team will then contact Customer to configure and enable PlayReady.  The following terms of use shall apply to Customer’s use of Certificates and PlayReady:

  • 1. Customer shall not disassemble, reverse engineer, decompile, or otherwise attempt to derive the source code of PlayReady;
  • Customer shall not modify, adapt, or create derivative works of PlayReady;
  • Customer shall not  transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in PlayReady in any form to any third party, including commercial time-sharing, rental, or service bureau use;
  • Customer agrees that Microsoft shall be a third party beneficiary of this schedule and the Agreement and may enforce its rights therein against Customer directly, including, without limitation, claims based on Customer’s misuse of Certificates or PlayReady;
  • Customer shall not modify or remove any proprietary notices of Microsoft and/or its suppliers which appear in PlayReady;
  • Customer shall treat all information provided by Comcast to Customer related to Certificates or PlayReady as Confidential Information;
  • Customer shall only use Certificates and PlayReady in accordance with the rules available at http://go.microsoft.com/fwlink/?LinkId=93849 or a successor web site thereto for which Comcast notifies Licensee in writing (“Compliance and Robustness Rules”); and
  • Customer will include, in its terms of use or other end-user documentation for any of its products or services that use PlayReady or distribute Protected Content, a statement that: (i) discloses the use of third-party technology within, and availability of third-party content through, such products or services; (ii) notifies end users of the products and/or services that such third-party technology and third-party content is subject to proprietary rights of its owners; and (iii) disclaims such third-party technology and third-party content owners’ liability in the event of removal or other unavailability of such third-party technology or third-party content. 

2. CERTIFICATES

Each Certificate shall expire one (1) year from the date it is generated by Microsoft.  Customer shall stop using a Certificate immediately after it expires.  Customer shall be required to place an order with Comcast for new Certificates as needed.  Comcast shall issue Certificates promptly upon request, provided that Customer is not then-currently engaged in activity that would constitute a breach of this Agreement. 

Microsoft and/or Comcast shall have the right to take measures to revoke Certificates in the event that Microsoft and/or Comcast obtains or becomes aware of evidence satisfactory, in their reasonable discretion, to establish that one or more of the following criteria are met:

  • Customer has failed to comply with the Compliance and Robustness Rules;
  • such Certificate or the public key associated with it is being used without authorization by a party other than Customer;
  • the private key corresponding to a public key for which Microsoft and/or Comcast has issued a Certificate has been made
  • Customer is in breach of any agreement with Microsoft for content access protection technology;
  • revocation has been ordered by a court or similar judicial or administrative body of any government;
  • the Agreement has expired or been terminated by either party;
  • Customer has requested or consented in writing to such revocation;
  • Customer makes a written allegation or claim that any content access protection technology of Microsoft infringes its intellectual property rights; or
  • Customer is found, by a court of competent jurisdiction or an administrative agency, to have used Certificates or PlayReady in violation of applicable law or regulation, including copyright laws.

3. LICENSE AND OWNERSHIP

In lieu of provisions in the Agreement relating to licenses or ownership, license and ownership of Certificates and PlayReady shall be subject to the following paragraph:

Subject to Customer’s compliance with the terms and conditions of this Schedule A -Microsoft PlayReady and for as long as this Schedule A -Microsoft PlayReady is in effect, Comcast hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right and license to use PlayReady as integrated with MPX, and to copy and use Certificates as necessary to create Protected Content to be protected using PlayReady, such Protected Content to be created solely from Digital Media Files that Customer has the right to distribute to third parties.  Except as set forth in the foregoing sentence, Comcast (or its licensors, including, but not limited to, Microsoft) retains all right, title, and interest in and to Certificates and PlayReady, including all copies of the foregoing in any form or medium, whether now known or existing or hereafter developed. 

4. DATA OWNERSHIP

In lieu of any provisions in the Agreement relating to the ownership or use of Product Usage Data, ownership and use of usage information and traffic patterns related to Customer’s access and use of the Service and Component shall be subject to the following paragraph:

Customer shall own the usage information and traffic patterns specific to Customer’s access and use of Certificates or PlayReady, which shall include personally identifiable information, if any, of Customer’s end users.  Notwithstanding the foregoing, Microsoft and Comcast shall have the right to use such data: (a) to deliver Certificates or PlayReady, or otherwise perform their obligations under this Schedule A -Microsoft PlayReady; (b) improve any of the foregoing; and/or (c) in the aggregate with other data for general reporting purposes, provided that such aggregated data does not contain personally identifiable information and does not identify Customer as the source of such information.  

5. DISCLAIMER OF MICROSOFT WARRANTIES; LIMITATION OF MICROSOFT LIABILITY

MICROSOFT AND ITS THIRD PARTY SUPPLIERS MAKE NO WARRANTIES, EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO CERTIFICATES, PLAYREADY, OR ANY MATTER ARISING FROM OR RELATING TO THIS SCHEDULE A-MICROSOFT PLAYREADY.  IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND SYSTEM INTEGRATION ARE EXPRESSLY EXCLUDED.  CUSTOMER SHALL NOT HAVE THE RIGHT TO MAKE OR PASS ON, AND SHALL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER IT NOR ANY OF ITS AGENTS OR EMPLOYEES SHALL MAKE OR PASS ON, ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION ON BEHALF OF MICROSOFT OR ITS THIRD PARTY SUPPLIERS TO ANY END USER OR THIRD PARTY.

MICROSOFT SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. SERVICE FEES

The fees shall be included in Customer’s Monthly License Fee designated on the Schedule A Order Form, with such fee to be invoiced by Comcast and payable in accordance with the Agreement.