reference interconnect offer of star india private … · fees from such internet protocol...

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REFERENCE INTERCONNECT OFFER OF STAR INDIA PRIVATE LIMITED TO INTERNET PROTOCOL TELEVISION OPERTORS OWNING AND OPERATING INTERNET PROTOCOL TELEVISION PLATFORM (“IPTV PLATFORM”) This Reference Interconnect Offer (“RIO”) is published by Star India Private Limited (“SIPL”) pursuant to clause 7 (1) Chapter III of Telecommunication (Broadcasting and Cable Services) Interconnection (Addressable Systems) Regulations, 2017 (“Interconnection Regulations 2017”) read with Clause 3 of the Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff Order, 2017 (“Tariff Order 2017”). This RIO contains the technical and commercial terms and conditions basis which an Internet Protocol Television Operator (“IPTVO”) may seek signals of the Channels (defined later) of SIPL. SIPL shall be entitled to amend the terms of this RIO and the Subscription License Agreement (as set out in Schedule II of this RIO) as per Interconnection Regulations 2017 and Tariff Order 2017. An IPTVO desirous of obtaining signals of the Channels of SIPL shall make a written request to SIPL in the Application Form set out in Schedule II of the Interconnection Regulation, 2017 and Schedule I of this RIO along with the relevant documents set out therein. Before making such request to SIPL the IPTVO shall ensure that:

(i) It is not demanding carriage fee for Channel(s) for which it is seeking the signals; and

(ii) It is not in default of payment of any payments to SIPL and continues to be not in default; and

(iii) the Addressable System to be used for distribution of the Channels of SIPL meet the requirements as specified in Schedule III of the Interconnection Regulation, 2017 and Schedule B of the Subscription License Agreement;

(iv) It is not directly or indirectly engaged in illegal retransmission or piracy of the Channels of SIPL.

The IPTVO shall not distribute the Channels of SIPL without entering into a written Subscription License agreement in the format as set out in Schedule II of this RIO. Execution of the Subscription License Agreement is subject to the IPTVO satisfying the aforesaid conditions to the satisfaction of SIPL and in accordance with the provisions of the Interconnection Regulations 2017. The Subscription License Agreement shall take effect only from September 1, 2017. The IPTVOs may reach out to any of the following Contact Persons as set out in Schedule – F for any queries/clarification. This RIO is without prejudice to SIPL’s rights and contentions and subject to the outcome in:

- Writ Petition No. 44126 to 44127/2016 and Writ Petition No 44127/2016 pending before the Hon’ble Madras High Court;

- Special Leave Petition No. 14336/2017 and 14664/2017 pending before the Hon’ble Supreme Court;

- Civil Appeal No. 2847-2854 of 2011, Civil Appeal No. 7247 of 2011 and Civil Appeal D No. 8827 of 2011 in the Hon’ble Supreme Court;

- Proceedings pending before Hon’ble Delhi High Court, Hon’ble Supreme Court and Hon’ble Telecom Disputes Appellate and Settlement Tribunal (“TDSAT”) being Writ Petition No. 5161 of 2014, Writ Petition (C) 506/2016, Civil Appeal Nos. 3728 of 2015, Appeal No. 4(C) of 2015 and Appeal No. 5 (C) of 2015 respectively.

- Appeal No. 1 and 2 of 2016 pending before the Hon’ble TDSAT

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Schedule I

Application for request of signals of Channels of SIPL (Refer sub-regulation (6) of

regulation 10 of the Interconnection Regulations 2017)

1. Name of the IPTVO: _________________________________________________

2. The name(s) of Owners/Directors/Partners of the IPTVO:____________________

3. Registered Office address of IPTVO:____________________________________

4. Complete Address for communication (with pincode):_________________________________________________________

5. Name of the contact person/ Authorized Representative (letter of authorization enclosed):________________________________________________________

6. Telephone:________________________________________________________

7. Email address:_____________________________________________________

8. Copy of certificate of registration/ permission/ license (Attach a Copy):___________________________________________________________

9. Details of Head-end, Conditional Access Systems (CAS) and Subscriber Management Systems (SMS) deployed by the IPTVO:____________________________________________________________

10. Details of the areas, corresponding States/ UTs and details of the Head-end from which the signals of television channels shall be distributed in such areas:____________________________________________________________

11. Area wise present subscriber base of the IPTVO:____________________________________________________________

12. List of Channel(s) for which signals of television channels are requested:________________________________________________________

13. Service Tax registration number/Goods and Services Taxes (“GST”) registration number:__________________________________________________________

14. Entertainment Tax Number:___________________________________________

15. PAN No. (Attach a copy):_____________________________________________

16. Are the CAS/ SMS in compliance with the regulations: YES/ NO________________________________________________________

17. Copy of the report of the Auditor in compliance of the Schedule III of the Interconnection Regulations 2017 (if available) (Attach a Copy:___________________________________________________________

_____________

(Signature)

Date :________________

Place: ________________

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DECLARATION

I___________________________s/o,d/o______________________(Owner/Proprietor/Partner /Director/ Authorized Signatory), of__________________________________________(Name of IPTVO), do hereby declare that the details provided above are true and correct. I state that the addressable systems installed for distribution of television channels meet the technical and other requirements specified in the Schedule III of the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable System) Regulations 2017. The configuration and the version of the addressable system have not been changed after issuance of the report by the Auditor.

_____________

(Signature)

Date :________________

Place: ________________

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Schedule II

Subscription License Agreement This Subscription License Agreement ("Agreement") is executed on the __ day of ____________, ______ by and between: STAR INDIA PRIVATE LIMITED, a company incorporated and registered under the Companies Act, 1956 and having its office at M-38/1, Second Floor, International Business Centre, Middle Circle, Connaught Place, New Delhi – 110 001 and registered office at STAR House, Urmi Estate, 95 Ganpatrao Kadam Marg, Lower Parel (W), Mumbai, 400013 (hereinafter referred to as “SIPL ” or the “Company”, which shall include its successors and assigns); AND _______________________, [Private or Public Limited] with its registered office at _________________________ and headend at ________________________ through its Authorized Signatory Mr./Mrs./ Ms. _________________ (hereinafter referred to as the "IPTVO", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns) and having Certificate No ________________ dated _____________ ) (”IPTV License”) issued by the appropriate

authority under the guidelines for obtaining a license for providing Internet Protocol Television service in India, (“IPTV Guidelines”) as amended from time to time.

SIPL and the IPTVO are each hereinafter individually referred to as a “Party” and collectively, as the “Parties”. Whereas:

1. SIPL is a Broadcaster of various television Channels (defined later) and has downlinking permissions from the MIB for such Channel(s). SIPL is also authorized by its holding and/or subsidiary companies by way of written authorization to act for and on behalf of them to distribute the Channels of the holding and/or subsidiary companies in the territory of India in relation to (a) licensing of the Channels, inter alia, to the IPTVO in the Territory, (b) raising invoices and collection of the Monthly Subscription Fees from such Internet Protocol Television Operators, and (c) creating rights and obligation that are contractually binding in nature and enforceable at law.

2. IPTVO is a Internet Protocol Television Operator who has been granted registration by

the MIB to provide IPTH Service under the IPTV Guidelines in the Registered Area.

3. IPTVO is desirous to license the Channels for further retransmission through its Addressable System to the subscribers in the Territory (defined later) and in this regard has approached SIPL. SIPL has agreed to license the signals of the Channels to the IPTVO for further retransmission through its Addressable System to its subscribers in the Territory, subject to the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, constituting good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: -

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1. Definitions

1.1 For the purposes of this Agreement, capitalized terms shall have the

meanings ascribed to them hereinafter unless otherwise expressly stated in any provision of this Agreement. Any term used herein but not defined expressly shall have the meaning ascribed to it in under applicable Law.

1.2 “Act” shall mean the Telecom Regulatory Authority of India Act, 1997;

1.3 “Active Subscriber” shall mean a subscriber who has been authorized to receive signals of Subscribed Channels as per the SMS and whose Set Top Box has not been denied signals.;

1.4 “Addressable System(s)” means an electronic device (which

includes hardware and its associated software) or more than one electronic device put in an integrated system through which signals of transmission of programmes including retransmission of signals of television channels can be sent in encrypted form, which can be decoded by the device or devices, having an activated CAS at the premises of the subscriber within the limits of authorization made, through CAS and SMS, on the explicit choice and request of such subscriber, by the IPTVO to the subscriber;

1.5 "Affiliate" of a Party (the “Subject Person”) means (i) in the case

of any Subject Person, any other Person that, either directly or indirectly through one or more intermediate Persons, controls, is controlled by or is under common control with the Subject Person, and (ii) in the case of any Subject Person that is a natural Person, his/her parents, spouse or children, or any Person that is owned or controlled by such natural person or any of the aforesaid mentioned Persons. For the purposes of this definition, “Control” means (a) having an economic interest of at least 26% of any Person; and/or (b) the power to direct and control the management or policies of a Person, whether through the power to appoint majority of the members on the board of directors or similar governing body of such Person, through contractual arrangements or otherwise;

1.6 “A-la-carte” or “A-la-carte Channel(s)” with reference to this

Agreement means offering of a Channel(s) individually on a standalone basis;

1.7 “Authority” or “TRAI” shall mean the Telecom Regulatory Authority

of India established under sub-section (1) of Section 3 of the Act;

1.8 “Bouquet” or “Bouquet of channels” means an assortment of distinct channels offered together as a group or as a bundle and all its grammatical variations and cognate expressions shall be construed accordingly;

1.9 “Broadcaster” means a person or a group of persons, or body

corporate, or any organization or body who, after having obtained, in its name, downlinking permission for its channels, from the Central Government, is providing programming services;

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1.10 "Business Day" shall mean any day, other than a Saturday and

Sunday, on which banks in Mumbai remain open for business;

1.11 “BIS” shall mean Bureau of Indian Standards;

1.12 “Carriage Fee” shall mean any fee payable by SIPL to the IPTVO only for the purpose of carrying its Channels through the IPTVO’s network, without, specifying the placement of such channels onto a specific position in the electronic programme guide or, seeking assignment of a particular number to such channels;

1.13 “Central Government” shall mean the Government of India.

1.14 "CAS" shall mean the conditional access system maintained by

the IPTVO in accordance with the Interconnection Regulations and the terms of this Agreement, which shall have the ability to authorize, provide and deny specific Channels, data, or information to Subscribers and which meets the requirements set out under Schedule B of this Agreement;

1.15 "Channel(s)" shall mean the Television Channels of SIPL as

set out in Schedule A which list may be amended from time to time as per applicable Law;

1.16 "Channel Marks" means the trade names, trademarks, logos

and service marks used by SIPL and/or its Affiliates from time to time in connection with the services including without limitation the trade names, marks or logo specified by SIPL or otherwise notified in writing by SIPL from time to time;

1.17 “Commercial Subscriber” means a subscriber who causes the

signals of TV channels to be heard or seen by any person for a specific sum of money to be paid by such person; as maybe amended by TRAI;

1.18 "Confidential Information" means: (a) any information

concerning the organization, business, technology, trade secrets, know-how, finance, transactions or affairs of a Party or any of its Affiliates, directors, officers or employees (whether conveyed in written, oral or in any other form and whether such information is furnished before, on or after the date hereof) of the Parties, (b) any material or information disclosed by either Party for the purposes of this Agreement (c) any information or materials prepared by a Party or its representatives that contains or otherwise reflects, or is generated from Confidential Information;

1.19 “Default Interest Rate” shall mean simple interest applicable on

delayed payment or short payment from the date the payment was due until realization of full payment and such interest shall be computed at the rate of 2% (two percent) per month on the payment that is due.

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1.20 “Distribution Fee” shall mean the IPTVO’s share of revenue for

the distribution of Pay Channels to Subscribers and it does not include Carriage Fee. It will be calculated as twenty percent [20%] of the MRP of the Pay Channel(s), as the case may be, multiplied by the Monthly Average Subscriber Level.

1.21 "Distribution System" shall mean the Addressable System

owned and/or operated by the IPTVO in order to distribute the Channels in an addressable mode using IPTV to a Subscriber’s premises within the Territory, solely for reception through television, without passing through an intermediary such as a cable operator or any other distributor of television channels. For the purposes of this definition, Distribution System shall not include distribution on any other digital addressable system, cable television platform, HITS and DTH platforms;

1.22 1.23 “Due Date” means the date of expiry of the 15 (fifteen) day

period commencing on the date of receipt of invoice from SIPL.

1.24 “Empaneled Auditor” means auditor empaneled by the Authority for conducting audit.

1.25 "Equipment(s)" means any and all hardware/ software and other

devices, including but not limited to IRDs and the paired Viewing Card(s);

1.26 “Free-to-Air Channel” means a channel which is declared as

such by the Broadcaster and for which no fee is to be paid by the distributor of television channels to the broadcaster for signals of such channel.

1.27 “Governmental Authority” means any government authority,

statutory authority, government department, agency, commission, board, tribunal or court or other law, rule or regulation making entity having or purporting to have jurisdiction over such Party and shall include without limitation TRAI, MIB, TDSAT or any other body or authority regulating the broadcasting and distribution of channels in India;

1.28 “Head end in the sky operator” or “HITS operator” means any

person permitted by the Central Government to provide head end in the sky (HITS) service;

1.29 “Interconnection Regulations” shall mean the

Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017, as amended from time to time;

1.30 "IRD" shall mean decoder, receiver or integrated receiver-

decoders as set out in Schedule G hereto, which is owned, operated and supplied by SIPL and which is used in conjunction with

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a Viewing Card in order to facilitate the receipt of the Channels by IPTVO;

1.31 "IPTV" shall mean Internet Protocol Television as defined in the

Interconnection Regulations;

1.32 "Law" shall mean all applicable statutes, enactment, acts of legislative, ordinance, rules, by-laws, regulations, notifications, guidelines, policies, directions, and orders, including amendments thereto, of any Government, Authority, including without limitation (a) the Interconnection Regulations; (b) any rules, directions, regulations, guidelines, and code of conduct of the MIB and TRAI;

“

1.33 “MIB” means Ministry of Information and Broadcasting, Government of India.

1.34 “MRP” means the maximum retail price, excluding taxes, payable

by a subscriber for A-la Carte Channels of SIPL as notified by SIPL in terms of the Tariff Order 2017 and as set out in Schedule A as maybe amended from time to time;

1.35 “Ordinary Subscriber” means a subscriber who is not a

Commercial Subscriber;;

1.36 “Package” means various packages offered by the IPTVO to the Subscribers comprising of channels of various broadcasters.

1.37 “Pay Channel”, means a channel which is declared by the

Broadcaster and for which a share of MRP is to be paid to the Broadcaster by the cable operator and for which due authorization needs to be taken from the Broadcaster for distribution of such channel to subscribers;

1.38 "Person" means any individual or other entity, whether a

corporation, firm, company, joint venture, trust, association, organization, partnership or proprietorship, including any governmental agency or regulatory body;

1.39 “QoS Regulation” shall mean the Telecommunication

(Broadcasting and Cable) Services Standards of Quality of Service and Consumer Protection (Addressable Systems) Regulations, 2017;

1.40 "Set Top Box" or "STB" shall mean a device which is connected

to or part of a television set and as per requirement described in Schedule B to this Agreement, which allows a Subscriber to receive the Subscribed Channels in descrambled form;

1.41 "SMS”/”Subscriber Management System" means a system or

device of the IPTVO which stores the subscriber records and details with respect to name, address and other information regarding the hardware being utilized by the subscriber, channels or bouquets of channels subscribed by the subscriber, price of such channels or bouquets of channels as defined in the system, the activation or

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deactivation dates and time for any channel or bouquets of channels, a log of all actions performed on a subscriber’s record, invoices raised on each subscriber and the amounts paid or discount allowed to the subscriber for each billing period, in accordance with the Law and as more particularly described in Schedule B of this Agreement;

1.42 "Subscriber" for the purposes of Rights Granted under this

Agreement shall include only Ordinary Subscribers. For the purposes of calculation of the Monthly Subscription Fee, Subscriber shall have the meaning as set out in Clause 5 of this Agreement;

1.43 “Subscribed Channel” mean the A-la Carte Channels

subscribed by the IPTVO, as are specifically identified by the IPTVO by assigning tick marks against such A-la Carte Channel list in the Schedule A;

1.44 “SIPL’s Share of MRP” shall have the meaning as ascribed to it

in Clause 5 of this Agreement;

1.45 “Tariff Order” shall mean the Telecommunication (Broadcasting and Cable) Services (Eight) (Addressable Systems) Tariff Order, 2017;

1.46 “TDSAT” means the Telecom Disputes Settlement and

Appellate Tribunal, New Delhi;

1.47 “Television Channel” means Channels of SIPL which have been granted permission for downlinking by the Central Government under the policy guidelines issued by it and reference to the term “Channel” shall be construed as a reference to “Television Channel”.

1.48 "Viewing Card" means the viewing card as set out in Schedule

G hereto, owned, operated and supplied by SIPL and which is to be used in conjunction with the IRD for the IPTVO to access and decode each Subscribed Channel(s).

Terms not expressly defined herein shall have the meaning ascribed to them in the Interconnect Regulation 2017, Tariff Order 2017, Cable Television Networks (Regulations) Act 1995, Cable Television Networks Rules 1994.

2. Rights Granted

2. SIPL grants the IPTVO, the following non-exclusive rights for re-transmission of the Subscribed Channels via the Distribution System: 2.1 Subject to the terms of this Agreement (including the terms of this Clause and payment of applicable SIPL’s Share of MRP set out in Clause 5, SIPL grants the IPTVO the non-exclusive right to re-broadcast and re-transmit the Subscribed Channels during the Term via the Distribution System for retransmission to Subscribers within the

Territory through set top box (“STB”) in encrypted mode (“Rights Granted”).

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2.2 The Rights Granted to the IPTVO in terms of Clause 2.1 are limited to Subscribers having an addressable STB, in relation to whom the IPTVO compulsorily maintains the complete detailed data and transaction records in its SMS. This Agreement shall not grant any right to the IPTVO to re-broadcast or re-transmit the Subscribed Channel(s) by any other mode to its Subscriber other than through the Distribution System. The IPTVO shall further ensure that the Subscribed Channels shall only be activated through the digital addressable STB which meets the specifications prescribed by BIS and specifications set out in Schedule B; failing which SIPL shall be entitled to de-activate the signals of the Subscribed Channels to the IPTVO. . 2.3 It is expressly agreed between the Parties that the IPTVO’s right to receive and distribute the Subscribed Channels shall be conditional upon the performance by the IPTVO of its obligations arising under this Agreement and mere possession of the IRDs and viewing cards shall not entitle the IPTVO to receive and/or distribute the Subscribed Channels.

2.4 Excluded Rights:

Save and except for the Rights Granted to IPTVO in Clause 2.1, IPTVO agrees that all other rights and means of distribution and re-transmission not specifically and expressly granted to IPTVO under this Agreement are expressly excluded and reserved by SIPL, including, but not limited to: a) re-transmission via any “headend-in-the-sky” (“HITS”) platform; b) analog and digital cable Networks; c) DTH platform; d) Internet protocol television system which enables delivery via

open access systems; e) re-transmission via Internet or Intranet or any other open or

closed systems, including but not limited to OTT, Web TV; f) re-transmission and distribution of any non-linear content of the

Subscribed Channels through the Distribution System ; g) time shifting/multiplexing[/PPV/VOD/NVOD/SVOD]; h) any other means/modes/medium/services of distribution or re-

transmission whether known in present or not yet in use in the Territory or invented in future, beyond the scope of rights granted hereunder; and

i) any form of re-broadcast and re-transmission to Commercial Subscribers.

For the avoidance of doubt, it is further clarified that the Rights Granted excludes any kind of recording and streaming of the Subscribed Channels and/or Channel content and/or distribution of recorded content which is prohibited by Law and under this Agreement, including but not limited to any:

a) universal serial bus (USB) which is paired to a viewing device or through any other devices susceptible to use for duplication of video and audio; and/or

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b) side loading and cloud storage like functionality which enables streaming of recorded or live content to various devices.

3. Territory

3.1 For the purposes of this Agreement, Territory shall mean India more particularly as detailed in Schedule C. 3.2 In the event, the IPTVO desires to extend its operation beyond the Territory (“New Territory”), the IPTVO shall give thirty (30) days prior written notice to SIPL (“Territory Extension Notice”). It is hereby clarified that the Territory Extension Notice should clearly set out the details of the New Territory as per applicable Law. 3.3 Subject to written consent by SIPL within 30 days from the receipt of the Territory Extension Notice, the IPTVO shall be permitted to extend its operations to New Territory, as per applicable Law and the Territory Extension Notice shall be deemed to be an addendum to this Agreement. 3.4 In the event SIPL does not provide a written consent and objects to the extension by the IPTVO to the New Territory within 30 days of receipt of the Territory Extension Notice, the IPTVO shall not re-transmit the signals of the Subscribed Channels beyond the Territory. If the IPTVO re-transmits the signals of the Subscribed Channels in the New Territory in the absence of a written consent as set out in sub-clause 3.4 of this clause, the same shall amount to breach of the terms of this Agreement; including but not limited to infringement of copyright and broadcast reproduction rights of SIPL; thereby entitling SIPL to terminate this Agreement and suspend the signals of the Subscribed Channels to the Distribution System of the IPTVO as per the terms of this Agreement. This shall however be without prejudice to SIPL’s any other rights under applicable Law.

4. Term

4.1 This Agreement is valid for a period of One (1) Year from the *Start Date of the Agreement, unless terminated earlier in accordance with the terms of this Agreement (“Term”). 4.2 This *Start Date of this Agreement shall not commence before September 1, 2017. 4.3 This Agreement shall expire by efflux of time on the expiry of the Term. 4.4 The Parties shall start the process for renewal of this Agreement at least sixty (60) days prior to the date of the expiry of this Agreement. New interconnection agreement shall be entered into before the expiry of this Agreement. In case the parties fail to enter into a new interconnection Agreement before the expiry of this Agreement, SIPL shall not make available the Subscribed Channels to the IPTVO on the expiry of this Agreement. 4.5 The IPTVO shall, fifteen (15) days prior to the date of expiry of this Agreement, inform the Subscribers through scrolls on its Distribution System:

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4.5.1 the date of expiry of this Agreement; and 4.5.2 the date of disconnection of signals of Subscribed Channels in event of its failure to enter into new Interconnection Agreement.

5. Subscription Fee

5.1 In consideration of the Right Granted, the IPTVO shall pay to SIPL, for the Subscribed Channels, for each month or part thereof during the Term of the Agreement, the subscription fee on a monthly basis which shall be calculated as under (“Monthly Subscription Fee”): 5.2 If the IPTVO is providing the Subscribed Channels on A-la- Carte basis to its Subscribers, the Monthly Subscription Fee for such Subscribed Channels, shall be equal to SIPL’s Share of MRP for the Subscribed Channels, multiplied by the number of Monthly Average Subscriber Level for such Subscribed Channels Illustration: If IPTVO has opted for Star Plus and offers the same on A-la Carte basis to its Subscribers and the Monthly Average Subscriber Level for a particular month reported by the IPTVO is 10,000 subscribers for Star Plus, then the Subscription Fee payable by the IPTVO for that particular month for Star Plus will be calculated as:

MRP of Star Plus = Rs. 19.00

Less: Distribution Fee (20% of MRP)= Rs 3.80

SIPL’s Share of MRP = Rs. 15.20

Monthly Average Subscriber Level for Star Plus reported by IPTVO =

10,000 subscribers

Subscription Fee for Star Plus for that month =

Rs. 1,52,000 (15.20 x 10,000)

5.3 If the IPTVO does not offer the Subscribed Channels on A-la- carte basis to its Subscribers, but offers the same in any Bouquet or Bouquets, then the Monthly Subscription Fee for such Subscribed Channels, shall be equal to SIPL’s Share of MRP for the Subscribed Channels multiplied by the Monthly Average Subscriber Level of each Bouquet or Bouquets in which such Subscribed Channels have been placed. Illustration: If IPTVO has opted for Star Plus on A-la-Carte basis and has placed Star Plus in package “X” of the IPTVO. The Monthly Average Subscriber Level for a particular month reported by the IPTVO is 20,000 subscribers for package X, then the Subscription Fee payable by the IPTVO for that particular month for Star Plus will be calculated as

MRP of Star Plus = Rs. 19.00

Less: Distribution Fee (20% of MRP) =

Rs. 3.80

SIPL’s Share of MRP = Rs. 15.20

Monthly Average Subscriber Level for Package X reported by IPTVO =

20,000 subscribers

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Subscription Fee for Star Plus for that month =

Rs 3,04,000 (15.20 x 20,000)

5.4 “SIPL’s Share of MRP” shall mean the MRP of Subscribed Channels minus the Distribution Fee. 5.5 The “Monthly Average Subscriber Level”, is equal to the sum of the number of Active Subscribers of the Subscribed Channel(s) on the seventh, fourteenth, twenty-first and twenty eighth day of the month in question, recorded at any point of time between 19.00 hours to 23.00 hours, divided by four more particularly set out in Schedule D. 5.6 For the purpose of calculation of Monthly Subscription Fee, Subscriber for any calendar month, means each STB which is availing the Subscribed Channel(s) from the IPTVO directly by means of linear transmission, through the Distribution System. 5.7 Monthly Subscription Fee is exclusive of all applicable indirect taxes including all but not limited to service taxes, Goods and Services Taxes (“GST”), cess, charges, levies, duties, as applicable. All such taxes, as applicable, shall be charged by SIPL and payable by IPTVO’s. 5.8 For avoidance of doubt, it is clarified SIPL reserves its rights, subject to applicable Law, to revise the MRP mentioned herein above. Upon such revision IPTVO agrees and unconditionally undertakes to pay the Subscription Fee pro rata from the effective date of such revision of MRP. The Intimation by SIPL to the IPTVO in terms of applicable Law shall be deemed to be an addendum to this Agreement.

6. Reports 6.1 The IPTVO shall within seven (7) days from the end of each calendar month (“Report Deadline”), provide in the format specified in Schedule D, complete and accurate monthly subscriber report of Subscribed Channels. Reports under this Agreement shall be generated only through SMS and CAS which should be fully integrated and the same should be in both Microsoft Excel sheet and a pre-defined read only format such as a suitable PDF format, which cannot be edited. 6.2 The Reports shall specify all information required to calculate the Monthly Average Subscriber Level (including but not limited to the number of Subscribers for each of the Subscribed Channels and each Bouquet(s) in which a Subscribed Channel is placed) and the Monthly Subscription Fees payable to SIPL and shall be signed and attested by an officer of the IPTVO of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Reports is true and correct. 6.3 Provisioning of Reports as per the terms of this Clause 6 shall constitute material obligation on the part of the IPTVO. Non-provisioning of the Reports on the Reports Deadline, shall amount to material breach of the Agreement on the part of IPTVO, which shall entitle SIPL to terminate the Agreement and disconnect signals of the Subscribed Channels to the IPTVO as per Clause 14 of this Agreement.

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7. Payment Terms 7.1 The Monthly Subscription Fee shall be paid by the IPTVO within fifteen (15) days of receipt of invoice raised by SIPL (“Due Date”), on the basis of Report provided the IPTVO to SIPL without any deduction except deduction of withholding tax/TDS as provided in this Agreement. 7.2 In case the IPTVO fails to send the Report within the Report Deadline as set in Clause 6 of this Agreement, SIPL shall have the right to raise a provisional invoice and the IPTVO shall be under obligation to pay the Monthly Subscription Fee on the basis of such provisional invoice in accordance with the terms of this Clause 5. However the provisional invoice shall be for an amount not more than 110% of the Monthly Subscription Fee payable by the IPTVO for the immediately preceding month. On receipt of the Report from the IPTVO, the Parties would conduct reconciliation between the provisional invoice raised by SIPL and the Report sent by the IPTVO, which reconciliation shall be completed within a period no later than three (3) months from the date of issuance of the provisional invoice. 7.3 Provided that issuance of provisional invoice does not amount to waiver by SIPL of its right to disconnect. 7.4 Time is of the essence of this Agreement by which the IPTVO shall be required to make payments by the Due Date in accordance with the terms hereof and on Due Date, and any failure to do so on the part of the IPTVO shall constitute a material breach hereunder. Late payments shall also attract Default Interest Rate calculated from the date payment was due until the date payment. The imposition and collection of interest on late payments does not constitute a waiver of the IPTVO’s obligation to pay the Monthly Subscription Fee by the Due Date, and SIPL shall retain all of its other rights and remedies under the Agreement. 7.5 All payments due to SIPL under this Agreement shall be made in India in Indian Rupees. 7.6 If any payment contemplated under this Agreement is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Act 1961, as amended, the IPTVO shall provide tax withholding certificates to SIPL within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder. 7.7 IPTVO shall provide payment allocation and all other details/documents basis its GST registration. In case of failure on the part of IPTVO to provide the payment allocation and/or documentation qua the GST registration to SIPL, if any loss is incurred or penalty is levied on SIPL due to non-provisioning of any details by the IPTVO, then IPTVO shall indemnify SIPL for such loss and/or penalty.

7A.Electronic Programme Guide (EPG)

7A.1 It shall be mandatory for the IPTVO to place the Subscribed Channels in the electronic programme guide, in such a way that Subscribed Channels of same genre, as declared by SIPL, are placed together consecutively and one channel shall appear at one place only.

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Provided that no Subscribed Channels shall be disadvantaged or otherwise treated less favorably by the IPTVO with respect to competing channels on a genre basis of same language within the same genre shall appear together consecutively in the electronic programme guide. 7A.2 The IPTVO shall assign a unique channel number for each Subscribed Channel available on the Platform. 7A.3 The channel number once assigned to a particular Subscribed Channel shall not be altered by the IPTVO for a period of at least one (1) year from the date of such assignment: Provided that the provision of this Clause 7A.3 shall not apply in case the channel becomes unavailable on the distribution network. Provided further that if SIPL changes the genre of a Subscribed Channel then the channel number assigned to that particular Subscribed Channel shall be changed to place such Subscribed Channel together with the channels of new genre in the electronic program guide. 7A.4 Before signing of the Agreement, IPTVO shall apprise and make available to SIPL the EPG Policy of the IPTVO’s platform. 7A.5 Electronic Program Guide (EPG) wherein the channels being carried on a IPTVO’s network can be arranged in a simple and easy to understand manner so that the Subscriber can easily go through this guide and select the channel of choice instead of flipping through all the channels. 7A.5 During the entire duration of the term, the EPG of IPTVO shall always contain the information of the programs being shown on all Subscribed Channels in a manner approved by SIPL without any cost or fee to SIPL.

8. Audit 8.1 The IPTVO shall on or before 31st December of every calendar year during the Term, cause audit of its subscriber management system, conditional access system and other related systems by an auditor or an Empanelled Auditor, to verify the that the monthly Reports made available by the IPTVO to SIPL are complete, true and correct, and issue an audit report to this effect to SIPL. The scope of such audit shall be as set out in Part 2 of Schedule B. 8.2 In the event that SIPL is not satisfied with the audit report received

under Clause 8.1 of this Agreement or, if it’s of the opinion that the Addressable Systems being used by the IPTVO does not meet the requirements specified in Schedule B, SIPL shall after communicating the reasons in writing to the IPTVO be entitled to audit the subscriber management systems, conditional access systems and other related systems of the IPTVO, once in a calendar year by an auditor or Empanelled Auditor as the case maybe.

8.3 In the event such audit reveals that additional amount is payable to SIPL, the IPTVO shall pay such amount, along with Default Interest Rate, within ten (10) days and if such amount including Default Interest Rate due for any period exceed the amount reported by the IPTVO to be due for such period by two (2) percent or more, the

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IPTVO shall bear the audit expenses, and take necessary actions to avoid occurrence of such errors in the future:

8.4 The IPTVO shall offer necessary assistance to auditor or

Empaneled Auditors so that audit can be completed in a time bound manner. In the event a breach of the Agreement has been discovered during the course of such audit or inspection, auditor or Empaneled Auditors shall have the right to take printouts, photocopies and computer copies of the subscriber records, or any portion thereof, reasonably required to provide evidence of such breach, and take them off the premises of the IPTVO and the IPTVO agrees to extend reasonable co-operation in this regard.

8.5 The SMS, CAS, billing, IT systems, and all Reports that are relevant

for the purpose of the Agreement shall be made available for inspection and audit to auditors or Empanelled Auditors (i) at any time during normal business hours during the Term of this Agreement and for three months after the termination of the Agreement, as the case may be, to ensure compliance with the Anti-Piracy obligations of the IPTVO; and (ii) on 7 (seven) calendar days prior written notice during normal business hours to ensure compliance with all other terms of the Agreement during the Term of this Agreement and for three (3) months after the termination of this Agreement.

8.6 .Any breach by or on the part of the IPTVO with regard to the above

covenants shall be construed as material breach of this Agreement. 8.7 Provided also that it shall be permissible to SIPL to disconnect

signals of Subscribed Channels, after giving written notice of three (3) weeks to the IPTVO, if such audit reveals that the Addressable System being used by the IPTVO does not meet the requirements specified in the Schedule B.

9. Alteration of

Service

9.1. IPTVO agrees to re-transmit the Subscribed Channels in the Territory during the entire Term of this Agreement on an as-is basis and in their entirety and continuously on a 24X7X365 days basis without any break and without any editing, delays, alterations, interruptions, picture squeezing or re-sizing, insertion of graphic or animated overlays, pull-through or crawls, deletions or additions and further agrees to make the Subscribed Channels available to its existing Subscribers as on the date of execution of this Agreement as well as its new Subscribers.

9.2 The IPTVO agrees and undertakes not to: 9.2.1 copy /use any of the programmes, data or content included on the Subscribed Channel(s) for the purpose of distributing them later, or for any other reason, except as may be required by any applicable Laws within the Territory;

9.2.2 cut, edit, insert, dub, voice-over, sub-title, reformat or otherwise change or make additions to any programmes, data or content included

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on the Subscribed Channel(s) except as may be required by any applicable Laws; 9.2.3 use any interactive technology or other interferences (such as red button) or redirect traffic from the Subscribed Channels in any manner, whether for content or for promotion without express prior written permission from SIPL; 9.2.4 incorporate any Subscribed Channel(s) or the programmes, data or content therein as part of any free TV, Interactive TV, IPTV, Pay Per View, Video On Demand or Near Video On Demand services or On-line Services, or otherwise exhibit or cause the exhibition of any stills, extracts or data from any Channel(s) or the programmes therein via the Internet or any other local or area wide computer network or mobile telephone or handheld device; 9.2.5 reformat any Subscribed Channel(s) so that it appears on less than the full screen of a television or add or super-impose any data, scrolls, crawlers, buttons or other items to any Channel(s); 9.2.6 superimpose or otherwise add any own or third party advertising, promotions, programmes, data, content; or alter any copyright, trademarks, trade names, logos, names and / or licenses on any Channel(s), Channel Mark or Promotional Materials; 9.2.7 disadvantage or otherwise treat less favourably the Subscribed Channels, with respect to competing and similar channels on a genre and category basis.

9.3 IPTVO shall not store or cause to be stored in any manner whatsoever any specific program or programming content or any part thereof of the Subscribed Channels including without limitation additional channels in its servers or facilities. IPTVO shall also not deploy any advertisement skipping function in its Distribution System. There shall be no embedded functionality in IPTVO’s Distribution System that shall enable it to show programmes of the Subscribed Channels at a time different than that of its original telecast.

9.4 The IPTVO shall use its best efforts to maintain a high quality of signal transmission for the Subscribed Channels and shall take all other necessary steps to ensure that: (a) each Subscribed Channel is received only by Subscribers who pay the full applicable subscription fees; and (b) no location for which the applicable subscription fees is not paid shall be capable of viewing the Subscribed Channel.

10. Delivery and

Security

10.1 All Subscribed Channels must be delivered by the IPTVO to

Subscribers in a securely encrypted manner and without any alteration.

10.2 The transmission specifications and infrastructure allocated by

IPTVO in respect of the broadcast signal of Subscribed Channels by the IPTVO to its Subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its Distribution System.

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10.3 The IPTVO shall re-broadcast and re-transmit each of the

Subscribed Channels through the Distribution System to Subscribers located in the Territory in the manner of re-transmission as specified in this Agreement with respect to the Distribution System, and shall scramble the signal for such re-broadcast and re-transmission. The Parties acknowledge and agree that any material changes to the Distribution System’s security and encryption technology, including the Encryption System (other than standard software upgrades which are deemed not to be material changes), during the Term will be made by the IPTVO only after prior approval from SIPL.

10.4 The IPTVO shall, at its own cost and expense, cause the Subscribed

Channels to be received only from the satellite(s) designated by SIPL from time to time and shall ensure distribution throughout its Distribution Systems on separate, dedicated channel(s) for reception by all its Subscribers.

10.5 SIPL may upon execution of this Agreement, at the request of the

IPTVO supply or cause to be supplied necessary Equipment to the IPTVO. If SIPL provides the Equipment, the IPTVO shall pay to SIPL fees for the Equipment in addition to the Subscription Fee as may be informed by SIPL to the IPTVO. The IPTVO shall locate the Equipment at a location approved by SIPL in writing. In case the IPTVO requires replacement of any defective Equipment, the IPTVO shall pay a non-refundable service charge per Equipment for one time replacement as may be informed by SIPL to the IPTVO. The Equipment shall be used by the IPTVO exclusively for distribution of the Subscribed Channels for which it is issued and shall at all times remain the sole and exclusive property of SIPL and the IPTVO shall forthwith return the Equipment to SIPL upon expiry or termination of the Agreement as per the provisions and procedure laid down in this Agreement. The IPTVO shall not, under any circumstances, reverse engineer, decompile or disassemble the Equipment or reproduce or allow the reproduction of any of them or the technology included in them or sell or exchange or transfer the Equipment in any manner whatsoever. The IPTVO shall insure the Equipment immediately on execution of the Agreement.

10.6 SIPL shall not be liable for any defect in the Equipment(s), which is attributable to any unauthorized use, tampering or damage due to negligent use of the same by the IPTVO or any other person. In the event the Equipment(s) is lost, stolen or damaged, the IPTVO shall immediately inform SIPL. In the event the IPTVO desires new Equipment(s) for any Subscribed Channel forming part of the Channels, the same may be issued at the discretion of SIPL on payment of such charges as may be specified by SIPL from time to time. In the event any of the Equipment(s) is not in use by the IPTVO, the same should be returned to the concerned office of SIPL immediately.

10.7 In order to take back possession of the Equipment from the IPTVO, the IPTVO shall ensure that the personnel/representative of SIPL are allowed free and unobstructed access to the location where the

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Equipment is installed and take possession of the same. The IPTVO shall not interfere with such procedure.

10.8 During the Term, the IPTVO’s re-broadcasting and re-transmitting facilities shall be fully capable of individually addressing Subscribers on a channel-by-channel, STB-by-STB and decoder-by-decoder basis. The IPTVO shall install decoding equipment and all other equipment necessary to receive and distribute the Subscribed Channels at its own cost and expense. The IPTVO acknowledges and agrees that STBs, and their installed content protection systems, used by Subscribers of the Distribution System shall prohibit the use of digital outputs. The IPTVO further agrees to make no use, nor authorize or permit others to make use, of the Subscribed Channels or the programming on the Subscribed Channels other than as expressly set forth in this Agreement. SIPL shall have the right in its sole discretion to either suspend the transmission of any or all of the Subscribed Channels by the IPTVO, or terminate this Agreement in accordance with the Law, if the IPTVO distributes any or all of the Subscribed Channels in a manner not authorized or for a purpose not specifically provided for by this Agreement.

10.9 The IPTVO shall use its best efforts to maintain for the Subscribed

Channels the quality standard afforded to other channels of the same genre in a non-discriminatory fashion. The IPTVO shall use reasonable efforts to maintain a service availability (a service free from viewer discernible problems including, without limitation, video with no audio, audio with no video or significant signal distortion) without any interruption or deviation from the daily transmission schedule.

11. Anti-Piracy

12.1 In order to prevent theft, piracy, unauthorized retransmissions,

redistribution or exhibition, copying or duplication of any Channel, in whole or in part, (hereinafter collectively referred to as “Piracy”), the IPTVO shall, prior to the commencement of the Term of the Agreement and at all times during such Term, employ, maintain, and enforce fully effective conditional access delivery and content protection and security systems, and related physical security and operational procedures (hereinafter collectively referred to as the “Security Systems”) as may be specified (security specifications), in a non-discriminatory manner in writing, from time to time, by SIPL.

11.2 The IPTVO shall adhere to the anti-piracy obligations and security measures set out in Schedule E.

11.3 To ensure the IPTVO’s ongoing compliance with the security requirements set out in the Agreement, SIPL may require technical audits (“Technical Audit(s)”) conducted by auditor or Empanelled Auditor, during the Term and the IPTVO shall provide full and complete information for conducting Technical Audit, by furnishing details as provided in Schedule E. If the results of any Technical Audit are not found to be satisfactory by either the IPTVO or SIPL, then SIPL shall work with the IPTVO in resolving this issue in the next fourteen (14) Business Days. If a solution is not reached at by then, SIPL may, in its sole discretion, suspend the IPTVO’s right to distribute the Subscribed

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Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to SIPL’s satisfaction. IPTVO shall bear the cost and expense of any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the IPTVO to SIPL’s satisfaction.

11.4 IPTVO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the Subscribed Channels, distributed / transmitted through its Distribution System at least every ten (10) minutes on 24 x 7 x 365 basis.

11.5 IPTVO shall not authorize, cause or suffer any portion of any of the Subscribed Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by IPTVO at the time the Subscribed Channels are made available. If IPTVO becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Subscribed Channels for any other purpose, IPTVO shall within ten (10) minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Subscribed Channels for any other purpose, notify SIPL and the IPTVO shall also switch off the concerned STB to prevent such unauthorized use. However, use of a STB with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the IPTVO shall not be treated as unauthorized use, as long as such STB is used in accordance with the terms and conditions of the Agreement between the IPTVO and the Subscriber.

11.6 If so instructed by Information (as defined below) by SIPL, the IPTVO shall shut off or de-authorize the transmission to any unauthorized subscriber/ Subscriber indulging in piracy, within ten minutes from the time it receives such instruction from SIPL.

11.7 Any communication under this Clause 11.7 shall be considered as valid Information only if (i) the information is sent through e-mail in a format as mutually agreed by the Parties and (ii) the Information is sent by a person(s) who is designated to send such Information. However the Information may even be provided by SIPL representatives through other means of communications such as telephonic message, fax etc. and the said “Information” shall later be confirmed by SIPL through e-mail and the IPTVO shall be under obligation to act upon such information.

11.8 In instances where the IPTVO is the only Party that is allowed to initiate and pursue legal action against an unauthorized party, including, but not limited to, the filing of criminal complaints against such unauthorized party, the IPTVO agrees to initiate such legal action and SIPL undertakes to provide all necessary assistance. SIPL plans to actively combat piracy of the Subscribed Channels in the Territory and the IPTVO agrees to work closely with SIPL and comply with its directions in relation such efforts.

IPTVO shall promote the Channels in the same manner and to the same extent as any other channels distributed by IPTVO via its Distribution

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12. Marketing, Advertisement and Promotion

System; provided that IPTVO may carry out any specific promotion with respect to certain specific channels, if such channels provide IPTVO with financial assistance with respect to such promotion. Notwithstanding the foregoing, IPTVO agrees that it shall provide SIPL with the same opportunity to carry out specific promotions for the Channels. Moreover, IPTVO agrees that the Channels will be treated similarly in terms of size and prominence (taking into consideration the context) to other channels in any advertising material where the Channel Marks appear with the logos and names of all other channels. In any promotion and marketing of the Channels, IPTVO shall use only promotional material provided or approved by SIPL in strict adherence to SIPL’s instructions, or if the marketing materials for the Channels are created by or on behalf of IPTVO, these must be submitted to SIPL for prior written approval. SIPL may, from time to time, undertake marketing tests and public polls or other research in connection with the Channels. IPTVO shall cooperate with SIPL in such research by making available information reasonably requested by SIPL including the relevant data and address details of its Subscribers. SIPL and IPTVO agree to discuss joint marketing efforts and the coordination of marketing and promotion for the Channels and the Distribution System. Notwithstanding anything contained elsewhere in this Agreement, IPTVO shall not without the prior written permission of SIPL promote or associate itself in any manner whatsoever with any programming carried on the Channels. Specifically, IPTVO shall not market, promote or in any other manner whatsoever seek to draw any association between IPTVO and any programme on the Channels. IPTVO may only use the official logo of the Channels for any non-commercial, promotional or marketing of the Channels on the IPTVO’s Distribution System and provided such use is first approved by SIPL in writing. IPTVO shall not: i. engage in any kind of promotions, special screenings, private shows, exhibit in public viewing areas, any special schemes or any deals involving any particular event, show or programme on the Channels; ii. use or exploit any of the logos or marks or the title of any event, show or programme of the Channels including without limitation, engaging in promotions via cutouts, banners or hoardings displaying any brand names or logos or trademarks of any such event; and iii. obscure the viewing of any Channel by inserting any form of graphics, pop ups, aston bands, scrolls, squeezers, pre-rolls, post rolls, logos, brand names, virtual advertising, etc.

13. SIPL Intellectual Property

13.1 Unless notified to the contrary by SIPL, in all trade references,

advertising, promotion and for all other purposes, the Channels shall be referred to exclusively as designated herein or as otherwise designated by SIPL and/or its licensors, as the case maybe shall have the sole right to re-brand or rename any Channel during the Term of this Agreement.

13.2 All right, title and interest in the programming on the Channels and all trademarks, trade names, service marks, logos, materials, formats, and concepts relating to the Channels or any mark of the rights holders of any programming exhibited on the Channels

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(collectively, the “Intellectual Property”) shall belong exclusively to SIPL and its licensors. SIPL and its licensors shall have the sole right and privilege to determine which events and programmes, advertisements, messages and the like shall be included in the Channels.

13.3 The IPTVO shall not claim adversely to or challenge the rights of

SIPL, any agent of SIPL or SIPL’s program and Channels with respect to any Intellectual Property thereof. To the extent any of such rights are deemed to accrue to the IPTVO, the IPTVO agrees that such rights are the exclusive property of SIPL of such names and marks and agrees to renounce such rights.

13.4 The IPTVO shall not use any material containing any of the

Intellectual Property without the prior written consent of SIPL. The IPTVO shall not use any Intellectual Property as part of a corporate name or of a trade name, register or use any name or mark which is the same as, or which contains or which, in the opinion of SIPL, resembles any of the Intellectual Property.

13.5 The IPTVO shall include appropriate copyright and other legal

notices as SIPL may require. The IPTVO shall within seven (7) days after termination of this Agreement return to SIPL or, at SIPL’s request, immediately destroy all material containing, and all material used for the purpose of printing or reproducing, any Intellectual Property or any other names or marks that in the opinion of SIPL are similar to any Intellectual Property, and shall transfer or cause to be transferred at no cost to SIPL all interest in and to any graphic representation created by or for the IPTVO of any Intellectual Property.

14 Termination and Suspension

14.1 This Agreement shall stand terminated due to the efflux of time at

the end of the Term.

14.2 Subject to Clauses 14.3 and 14.4 below, either Party has a right to terminate this Agreement and/or suspend the signals of Subscribed Channels by a written notice, subject to applicable Law, to the other in the event of:

14.2.1 material breach of this Agreement by the other Party; which

has not been cured within twenty one (21) days of being required in writing to do so;

14.2.2 the bankruptcy, insolvency or appointment of receiver over the assets of the other Party;

14.2.3 The IPTV License or any other material license necessary

for the IPTVO to operate its IPTV service being revoked at any time other than due to the fault of the IPTVO.

14.3 The IPTVO shall inform the Subscribers of the proposed

disconnection at least fifteen (15) days prior to the date of such disconnection through scrolls on the Subscribed Channels proposed to be disconnected.

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14.4 The Parties shall execute new agreement prior to the expiry of this

Agreement. If the Parties fail to execute new interconnection agreement prior to expiry of this Agreement, SIPL shall disconnect the signals of the Subscribed Channels to the IPTVO’s network, and the IPTVO shall, at least fifteen (15) days prior to the date of such proposed disconnection, through scrolls on the Subscribed Channels, inform the Subscribers of the date of expiry of this Agreement and the date of disconnection of the signals of the Subscribed Channels.

14.5 Notwithstanding anything stated above, SIPL shall have the right

to terminate this Agreement and/or suspend the signals of Subscribed Channels by giving written notice in accordance with applicable Law if the IPTVO defaults in making payment of SIPL’s Share of MRP (including Independent Affiliate Outstanding) on the Due Date.

14.6 SIPL shall have the right to terminate this Agreement and/or suspend the signals of Subscribed Channels by giving written notice in accordance with applicable Law if:

14.6.1 The IPTVO breaches any of the Anti–Piracy Requirements

and fails to cure such breach within ten (10) days of being required in writing to do so; or

14.6.2 SIPL discontinues the Subscribed Channels with respect to all distributors in the Territory and provides IPTVO with at least thirty (30) days prior written notice

14.6.3 if the IPTVO breaches its material obligations under this

Agreement including the compliance with technical requirements (whether discovered through Audit or otherwise), Reports, Audit, or Compliance with Law, transmitting signals of Subscribed Channels outside the Territory, other than the payment of Subscription Fee, and fails to cure such breach within twenty one (21) days from the date of delivery of a written notice by SIPL to the IPTVO; and

14.6.4 if any part of the Equipment is transferred outside the

Territory, this Agreement shall be automatically terminated without prejudice to any other rights of SIPL under this Agreement or applicable Law;

14.7 IPTVO shall have the right to terminate this Agreement on written notice to SIPL if IPTVO discontinues its IPTV business and provides at least ninety (90) days prior written notice.

14.8 In the event SIPL amends the terms and conditions of its standard RIO during the Term of this Agreement, the IPTVO may at its option terminate this Agreement and enter into an agreement based on the terms and conditions set out in such revised RIO, subject to

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(a) the IPTVO issuing a notice in writing, to be received by SIPL no later than 30 days from the publication of the revised RIO, of the IPTVO's intention to opt for the revised RIO, and (b) the Parties executing a new interconnection agreement on the basis of such revised RIO no later than 30 days from receipt by SIPL of the notice as described in (a).

14.9 Notwithstanding anything in this Agreement, SIPL shall have the

right to terminate or modify this Agreement or any part thereof by giving prior notice of thirty (30) days to the IPTVO, in the event of any change in applicable Law which relates to the offering by the SIPL of the Channels to the IPTVO.

14.10 The right of SIPL to terminate this Agreement shall be in addition to, and without prejudice to any other rights or remedies available to SIPL under this Agreement or Law.

15 Effect of Termination

15.1 Upon termination of the Agreement:

15.1.1 Any re-broadcast and re-transmission of the Subscribed Channel(s) by the IPTVO, shall be unauthorized and illegal and the IPTVO shall cease to distribute, package or market the Subscribed Channel(s) to the Subscribers in the Territory, whether directly or indirectly;

15.1.2The IPTVO shall within seven (7) days from the date of

termination deliver to SIPL all due and pending Reports; 15.1.3SIPL’s Promotional Materials Confidential Information, and

Intellectual Property which are in the possession of the IPTVO shall forthwith be returned to SIPL and the IPTVO shall cease to use the same;

15.1.4SIPL shall, in addition to and without prejudice to any other rights

and remedies available under Law, be entitled to receive all outstanding monies due to SIPL including without limitation the Subscription Fee, or part thereof due or to become due under the Agreement and any amount due to SIPL shall immediately become payable on the date of termination;

15.1.5The IPTVO shall forthwith return to SIPL all the Equipment in the

same condition as they were made available by SIPL subject to normal wear and tear;

15.1.6The Parties shall immediately cease to make any representations

that they are associated with each other in the Territory;

15.2 Termination of the Agreement shall not absolve the IPTVO of its obligations and stipulations under the Agreement.

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16. Change of Control

16.1 The IPTVO shall not, without the prior written consent of SIPL, directly or indirectly, including through a subsidiary, enter into or propose to enter into a Change Event. “Change Event” means any merger, de-merger, amalgamation, consolidation, reorganization or corporate restructuring involving the IPTVO or any change of control or change in the management or acquisition of majority stake or controlling stake of the IPTVO or acquisition by the IPTVO of a majority stake or a controlling stake in any other entity or selling the whole or a substantial portion of the IPTVO’s assets and/ or purchasing the whole or a substantial portion of the assets of another entity (such other entity involved in such Change Event shall be referred to as the “”Change Event Entity”).

16A Acquired Systems

If the IPTVO merges with, acquires, or is acquired by a competing IPTVO operating in the Territory (“Competing Platform”) and the Channels are not carried on the Competing Platform at the time of merger and in the event following the merger the Competing Platform carries the Channels pursuant to this Agreement or the IPTVO distributes the said Channel to the Subscribers of the Competing Platform, the IPTVO or the successor company shall be obligated to pay to SIPL the Subscription Fee from the effective date of the merger, on the basis of this Agreement within 30 days from the date of the merger based on the revised subscriber base of the IPTVO and the Competing Platform or the successor company/affiliates/joint ventures/networks as the case maybe. If the IPTVO merges with, acquires or is acquired by a Competing Platform and the Channel(s) are carried on the Distribution System and the Competing Platform, then the Subscription Fee payable by the combined entity / platform would be in accordance with the respective agreements of SIPL with the platform and competing platform prior to such merger, till a fresh agreement is entered into with SIPL for the combined entity. Identical procedures will be followed in circumstances where the IPTVO merges with, acquires or is acquired by multiple Competing Platforms simultaneously or a party which owns multiple Competing Platforms.

17. Governing Law and Jurisdiction

17.1 Governing Law shall be the Indian Law and TDSAT, shall have exclusive jurisdiction in respect of any dispute between the Parties, arising out of or in connection with or as a result of the Agreement

18 Regulatory Intervention

18.1 In the event that there is any change in any applicable statutes, enactments, acts of legislation or parliament, laws, ordinances, rules, by-laws or regulations of any government or statutory authority in India including but not limited to the MIB and the Authority or any final un-appealable order of any competent court or tribunal which would have a material effect on either of the Parties, this Agreement would automatically be read to give effect to the then prevailing legal and regulatory position and the change effected thereto.

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19. Representations / Warranties and Obligations of the Parties

19.1 Each Party represents and warrants to the other Party that:

19.1.1 each of them is a duly incorporated and is a validly existing

company under applicable Law and has full authority and all rights (including necessary licenses and approvals from competent authorities) necessary to perform its obligations under this Agreement;

19.1.2 upon execution hereof, this Agreement shall be legally binding on such Party and enforceable against such Party and will not result in any violation of any applicable Law;

19.1.3 it has obtained, and shall maintain in full force, during the Term of this Agreement, all approvals and consents necessary to perform its obligations under this Agreement and operate the business it is conducting in connection with this Agreement, as applicable and no consent, authorization, license or approval of any Governmental Authority that has not been applied for or obtained is required to authorize the execution, delivery, or performance of this Agreement.

19.2 The IPTVO further acknowledges, covenants, represents and

warrants that:

19.2.1 neither the IPTVO nor any director(s), officers(s), agents(s), employees(s), or any other persons(s) acting for or on behalf of the foregoing has (a) offered, paid, promised to pay, or authorised the payment of any money or anything of value, to any government official or government authority or any political party or any third party for the purpose of influencing any act or decision of such government authority or political party or any third party in relation to the Services or direct business to any person, in each case where such payment , offer or promise is prohibited under any applicable law to which such entity is subject; or (b) engaged in any activity that would in any manner result in violation of any applicable anti-bribery or anti-corruption laws.

19.2.2 the IPTVO, its Director(s), officer(s), agents(s), employees or any other person acting for or on behalf of the foregoing has complied and shall continue to (a) comply with all applicable anti-bribery and anti-corruption laws and regulations; and (b) engage only in legitimate business and ethical practices in commercial operations, in relation to dealing with any governmental officials or government authorities or third parties pursuant to and in relation to the services provided under this Agreement.

19.2.3 it shall not retransmit the Subscribed Channels via any medium other than the Distribution System.

19.2.4 the IPTVO agrees that it shall not make its Subscribers take other channels or services or fulfil any other commercial consideration as a precondition to receiving the Subscribed Channels of SIPL.

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19.2.5 it shall comply with applicable provisions of the Tariff Order 2017

( as amended from time to time), Interconnection Regulations 2017 (as amended from time to time) and QoS Regulation (as amended from time to time) in relation to fees and charges or any payments sought from Subscribers.

19.2.6 it has obtained all necessary rights, licenses and permissions relevant to re-transmission of the Subscribed Channels on its Distribution System at the time of execution of this Agreement.

19.2.7 the IPTVO has not received any written notice from any Governmental Authority with respect to any violation of any applicable Law and no fact or circumstance exists which is likely to lead to any license, registration or permit which is material to the Distribution System of the IPTVO being revoked, varied, cancelled, suspended or not renewed.

19.2.8 the Distribution Systems used by the IPTVO to exercise the rights under this Agreement meet the requirements of applicable Laws and regulations, as amended from time to time, and this Agreement. The IPTVO shall not re-transmit any unencrypted signals or feed from its Distribution System in contravention of applicable Law.

19.2.9 it shall not pledge, charge or encumber or in any way part with the possession of the Equipment without the prior written permission of SIPL and shall not remove or shift any Equipment used to avail of the Services, without the prior written consent of SIPL.

19.2.10 it shall not shift, remove, modify, misuse or tamper with the Equipment used to avail of the Services including the paper seal to prevent opening of the equipment or any signals emanating there from, in a manner that prevents the identification of the equipment number or interferes with the signals emanating there from.

19.2.11 the obligations of the IPTVO under this Agreement are integral and necessary for protecting the value of the Subscribed Channels and the content of the Subscribed Channels.

19.2.12 all restrictions imposed on the IPTVO and all obligations of the IPTVO under this Agreement are reasonable and justified in light of the transactions contemplated under this Agreement, are non-discriminatory, and are not greater than necessary for the legitimate preservation of the value of the Subscribed Channels and the content of the Subscribed Channels.

19.2.13 the IPTVO has carefully read the terms of this Agreement and has evaluated all considerations relating to the Agreement by the IPTVO to the terms of this Agreement, and the IPTVO has such knowledge and experience in financial, business and industry matters that it is capable of evaluating the merits and risks of agreement to the terms of this Agreement.

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19.2.14 the IPTVO has consulted and obtained advice from its own

advisers, including legal, financial, tax and technical advisors and experts, as to all matters, including all obligations of the IPTVO, under this Agreement and on that basis believes that the terms of this Agreement are suitable and appropriate for the IPTVO.

19.2.15 the IPTVO has negotiated and agreed to all terms of this Agreement, and in the event of any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

19.2.16 the IPTVO agrees and acknowledges that this Agreement has been executed within the timelines required under Applicable Law.

19.2.17 the IPTVO shall, no later than [7] days from receipt of the Agreement (or its counterpart) duly executed by both Parties, shall issue a notice in writing to SIPL acknowledging receipt of this Agreement.

19.2.18 The IPTVO shall not altered the channel number once assigned to a particular Subscribed Channel by the IPTVO for a period of at least one (1) year from the date of such assignment.

20. Indemnification

20.1 The IPTVO shall without any limitations as to time period or

amounts, keep and hold SIPL and its Affiliates, officers, directors, employees and agents fully indemnified and harmless against all claims, suits, actions, proceedings, causes of action, damages, awards, liabilities, costs and/or expenses of any kind (including reasonable attorney’s fees) arising out of any misrepresentation or fraud committed by the IPTVO, or actual or alleged breach of any terms of this Agreement by the IPTVO (including but not limited to breach of any representation and warranty provided by the IPTVO to SIPL).

20.2 It is expressly understood and agreed between the Parties that SIPL shall have no liability or obligation whatsoever under this Agreement, towards the IPTVO, the Subscribers or any other person or Governmental Authority, arising from and/or in respect of:

20.2.1 any defect in any Equipment (including without limitation IRDs / Viewing Cards) attributable to or resulting from any unauthorized/improper use, tampering, negligence or failure to follow SIPL's instruction, or any use of the Equipment with any apparatus or Equipment not authorized by SIPL, in which event SIPL shall not be under any obligation to provide IPTVO with any other Equipment;

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20.2.2 any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of SIPL;

20.2.3 deactivation, disconnection, interruption of the Subscribed Channels or termination of this Agreement by SIPL in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of the non-payment of Subscription Fee by the IPTVO or on account of any other breach of this Agreement by the IPTVO); or

20.2.4 failure on the part of the IPTVO to maintain the licenses and approvals required under applicable Law;

20.3 The IPTVO undertakes that it shall be solely responsible for

dealings with the Subscribers and shall be liable for any claims, actions, demands or proceedings by the Subscribers arising out of the actions or omissions of IPTVO. Nothing in this Agreement or the contract(s) executed between the Subscriber and the IPTVO shall entitle the Subscriber to receive the Subscribed Channels from SIPL or create any direct relationship between the Subscriber and SIPL.

21. Limitation of Liability

21.1 SIPL shall not be liable to the IPTVO, any Subscriber or to any

other Person, whether under contract, tort or otherwise, for any indirect, special, incidental or consequential damages or for any lost profits, business, revenues or goodwill arising out of or in connection with this Agreement or the provision of the Subscribed Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Subscribed Channels or for any inconvenience, disappointment due to deprival of any programme or information whether attributable to any negligent act or omission or otherwise.

21.2 Without prejudice to the foregoing, the maximum aggregate liability

of SIPL for proven and awarded direct damages or losses that may arise out of or in connection with this Agreement shall not exceed the Subscription Fee actually paid by the IPTVO to SIPL hereunder.

22. Miscellaneous

22.1 Right to add/remove Channels

SIPL reserves the right to remove any Channel from the list of Channels at any time during the Term if it ceases to distribute such Channel(s) in the Territory and terminate the grant of rights to the IPTVO. SIPL also reserves the right to add any Channel(s) to the list of Channels at anytime during the term and to grant the right to retransmit such Channel(s) to the IPTVO as per the terms of this Agreement.

22.2 Entire Agreement, Binding Effect, etc. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements, oral or written, with respect thereto.

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22.3 Force Majeure

Neither Party shall be liable to the other for any delay in the performance of its obligations caused by any reason beyond its reasonable control, including without limitation, an act of God, governmental action, war, civil insurrection, riot, act of terrorism, labour unrest or dispute, epidemics or satellite failure or satellite jamming which may affect the retransmission of signals of any of the Subscribed Channels to the Subscribers. Provided that nothing contained in this Clause 22.3 shall apply to the obligation of the IPTVO the pay the Subscription Fee in accordance with Clause 5 of this Agreement.

22.4 Confidentiality

Other than the existence of this Agreement, no terms or conditions hereof, nor any matters relating to the course of dealings between the Parties shall be disclosed to any third party, except to auditors (as a part of normal reporting procedure), attorneys, affiliated companies, employees, directors, officers, consultants, investors or lenders, or potential investors or lenders, on a need-to-know basis, who shall also be bound by terms of this Clause 22.3 and except as may be required by any applicable government agency, regulatory body or court.

22.5 Notices

All notices must be in writing sent by electronic mail, personal delivery or courier to the following addresses, unless otherwise notified:

To IPTVO: Name: Address: Attention: To SIPL : STAR INDIA PRIVATE LIMITED STAR House, Urmi Estate, 95 Ganpatrao Kadam Marg, Lower Parel (W), Mumbai, 400013 Attention:

22.6 Assignment

The IPTVO shall not have the right to assign, transfer, convey, delegate or sub-contract this Agreement or any of its rights or obligations hereunder, whether pursuant to a merger, de-merger, amalgamation, consolidation, reorganization, corporate restructuring, sale of assets or otherwise. SIPL may assign or transfer its rights or obligations under the Agreement to any Affiliate or any Person acquiring any portion of its business or assets.

22.7 Amendment

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This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes any prior agreements, writings, understandings or communications in this connection. No amendment of this Agreement shall be valid unless prepared in writing and signed by each of the Parties.

22.8 Survivability

Clauses 5 (Subscription Fee), 7 (Payment Terms), 8 (Audit), 13 (SIPL Intellectual Property), 17 (Governing Law and Jurisdiction), 19 (Representations, Warranties and Obligations of Parties), 20 (Indemnification), 21 (Limitation of Liability), 22.3 (Confidentiality), and 22.4 (Notice) shall survive any termination or expiration of this Agreement.

22.9 Specific Performance

The IPTVO agrees that damages may not be an adequate remedy and SIPL shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the IPTVO from committing any violation or enforce the performance of the covenants, representations and obligations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies SIPL may have at law or in equity, including without limitation a right for damages.

22.10 Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a competent legal forum, the remaining provisions of this Agreement shall continue in full force and effect.

22.11 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument and any Party may execute this Agreement by signing any one or more of such originals or counterparts. The Party which has countersigned this Agreement at a later point in time shall, within a period of 15 days, deliver one set of the executed counterpart (which has been duly signed by both Parties) to the other Party.

22.12 Details of Prior Agreements The details of prior interconnection agreements in force which are entered into by the Parties are set out at Schedule H.

IN WITNESS WHEREOF, this Agreement is entered into as of the date first set forth above.

Signed for and on behalf of Signed for an on behalf of

STAR INDIA PRIVATE LIMITED

Signature: Signature:

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Name: Name:

Title: Title:

Date: Date:

WITNESS: WITNESS:

Signature: Signature:

Name: Name:

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SCHEDULE A

Channels/Subscribed Channels/MRP List of Channels

Sr. No.

Channel Name(Standard Definition)

Maximum Retail Price (MRP) of

Channel (in INR) per Subscriber

per month (effective

September 1, 2017)

Genre

Please tick the Channel (opted by

the IPTVO)

1 Star Plus 19

Hindi General Entertainment

2 Life OK 10


3 Star Utsav 3


4 Star Gold 10 Hindi Movies

5 Star Utsav Movies 2 Hindi Movies

6 Movies OK 2 Hindi Movies

7 Channel V 1 Music

8 Baby TV 5 Kids

9 NGC 10 Infotainment

10 Nat Geo Wild 3 Infotainment

11 Nat Geo People 2 Infotainment

12 Nat Geo Music 2 Music

13 Fox Life 10 Infotainment/Lifestyle

14 Star World 17

English General Entertainment

15 FX 1


16 Star Movies 17 English Movies

17 Star Movies Action 1 English Movies

18 Star Maa 14

Regional Telugu General Entertainment

19 Maa Gold 2


20 Maa Music 2 Regional Telugu Music

21 Maa Movies 6 Regional Telugu Movies

22 Star Pravah 4

Regional Marathi General Entertainment

23 Star Jalsha 19

Regional Bengali General Entertainment

24 Jalsha Movies 14 Regional Bengali Movies

25 Star Suvarna 12

Regional Kannada General Entertainment

26 Survarna Plus 3

Regional Kannada General Entertainment

27 Star Vijay 14

Regional Tamil General Entertainment

28 Star Vijay Super 3


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29 Asianet 19

Regional Malayalam General Entertainment

30 Asianet Plus 2


31 Asianet Movies 12

Regional Malayalam Movies

32 Star Sports 1 19 Sports




Sr. No.

Channel Name(High Definition)

Maximum Retail Price (MRP) of

Channel (in INR) per Subscriber

per month (effective

September 1, 2017)

Genre

Please tick the Channel (opted by

the IPTVO)

1 Star Plus HD 19


2 Life OK HD 12


3 Star Gold HD 18 Hindi Movies

4 Star Gold Select HD 19 Hindi Movies

5 Baby TV HD 5 Kids

6 NGC HD 12 Infotainment

7 Nat Geo Wild HD 5 Infotainment

8 Nat Geo People HD 3 Infotainment

9 Nat Geo Music HD 3 Music

10 Fox Life HD 12 Lifestyle

11 Star World HD 19


12 Star World Premiere HD 5


13 FX HD 3


14 Star Movies HD 19 English Movies

15 Star Movies Select HD 18

English Movies

16 Star Maa HD 19


17 Star Pravah HD 7

Regional Marathi General Entertainment

18 Star Jalsha HD 19

Regional Bengali General Entertainment

19 Jalsha Movies HD 19 Regional Bengali Movies

20 Star Vijay HD 19


21 Asianet HD 19


22 Star Sports HD1 19 Sports


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26 Star Sports Select HD1 12

Sports

27 Star Sports Select HD2 12

Sports

Notes :

(i) This Rate Card is without prejudice to rights and contentions of Star India Private Limited and Vijay Television Private Limited and subject to the outcome in: - WP 44126-44127/2016 and WP 44127/2016 in the Hon’ble Madras High

Court - SLP NO. 14336/2017 and 14664/2017 in the Hon’ble Supreme Court - Civil Appeal No. 2847-2854 of 2011, Civil Appeal No. 7247 of 2011 and Civil

Appeal D No. 8827 of 2011 in the Hon’ble Supreme Court, - Proceedings pending before Hon’ble Delhi High Court, Hon’ble Supreme Court

and Hon’ble Telecom Disputes Appellate and Settlement Tribunal (“TDSAT”) being WP 5161 of 2014, W.P. (C) 506/2016, Civil Appeal Nos. 3728 of 2015, Appeal No. 4(C) of 2015 and Appeal No. 5 (C) of 2015 respectively.

- Appeal No. 1 and 2 of 2016 in the Hon’ble TDSAT

(ii) The effective date of this Rate Card is 1st September 2017 basis the Order dated 28.04.2017 of Madras High Court in WMP. Nos. 10619 & 10620 of 2017 and W.P. Nos. 44126 & 44127 of 2016 that specifically records the following submission of TRAI: II “Even though agreement has to be signed on 01.06.2017, the commercial operation / transaction under the agreement can start only from 01.09.2017”,

(iii) MRP is exclusive of all applicable indirect taxes including all but not limited to

service taxes, Goods and Services Taxes (“GST”), Cess, charges, levies, duties, as applicable. All such taxes, as applicable, shall be charged by SIPL and payable by IPTVO’s.

(iv) SIPL reserves its rights, subject to applicable Law, to revise the MRP mentioned above. On such revision IPTVO agrees and unconditionally undertakes to pay the Subscription Fee pro rata from the effective date of such revision of MRP. The intimation by SIPL to the IPTVO modifying the MRP in terms of applicable Law shall be deemed to be an addendum to any existing agreement between the Distribution Platform Operators (“DPOs) and SIPL.

(v) SIPL reserves the right subject to applicable law to add, remove any Channels and change the name, definition, nature, language, genre of each channel,

(vi) This Rate Card shall be read with the Reference Interconnect Offer published by SIPL under the Interconnection Regulations 2017.

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SCHEDULE B

Part A Addressable Systems Requirements

A) Conditional Access System (CAS) and Subscriber Management System (SMS):

1. The IPTVO shall ensure that the current version of the CAS, in use, do not have any history of hacking.

Explanation: A written declaration available with the IPTVO from the CAS vendor, in this regard, shall be construed as compliance of this requirement.

2. The SMS shall be independently capable of generating, recording, and maintaining logs, for the period of at least immediate preceding two consecutive years, corresponding to each command executed in the SMS including but not limited to activation and deactivation commands.

3. It shall not be possible to alter the data and logs recorded in the CAS and the SMS.

4. The IPTVO shall validate that the CAS, in use, do not have facility to activate and deactivate a Set Top Box (STB) directly from the CAS terminal. All activation and deactivation of STBs shall be done with the commands of the SMS.

5. The SMS and the CAS should be integrated in such a manner that activation and deactivation of STB happen simultaneously in both the systems.

Explanation: Necessary and sufficient methods shall be put in place so that each activation and deactivation of STBs is reflected in the reports generated from the SMS and the CAS terminals.

6. The IPTVO shall validate that the CAS has the capability of upgrading STBs over-the-air (OTA), so that the connected STBs can be upgraded.

7. The fingerprinting should not get invalidated by use of any device or software.

8. The CAS and the SMS should be able to activate or deactivate services or STBs of at least 10% of the subscriber base of the distributor within 24 hours.

9. The STB and Viewing Card (VC) shall be paired from the SMS to ensure security of the channel.

10. The CAS and SMS should be capable of individually addressing subscribers, for the purpose of generating the reports, on channel by channel and STB by STB basis.

11. The SMS should be computerized and capable of recording the vital information and data concerning the subscribers such as:

b. Unique customer identification (ID)

c. Subscription contract number

d. Name of the subscriber

e. Billing address

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f. Installation address

g. Landline telephone number

h. Mobile telephone number

i. E-mail address

j. Channels, bouquets and services subscribed

k. Unique STB number

l. Unique VC number.

12. The SMS should be capable of:

• Viewing and printing of historical data in terms of the activations and the deactivations of STBs.

• Locating each and every STB and VC installed.

• Generating historical data of changes in the subscriptions for each subscriber and the corresponding source of requests made by the subscriber.

13. The SMS should be capable of generating reports, at any desired time about:

i. The total number of registered subscribers.

ii. The total number of active subscribers.

iii. The total number of temporary suspended subscribers.

iv. The total number of deactivated subscribers.

v. List of blacklisted STBs in the system.

vi. Channel and bouquet wise monthly subscription report in the prescribed format.

vii. The names of the channels forming part of each bouquet.

viii. The total number of active subscribers subscribing to a particular channel or bouquet at a given time.

ix. The name of a-la carte channel and bouquet subscribed by a subscriber.

x. The ageing report for subscription of a particular channel or bouquet.

14. The CAS shall be independently capable of generating, recording, and maintaining logs, for the period of at least immediate preceding two consecutive years, corresponding to each command executed in the CAS including but not limited to activation and deactivation commands issued by the SMS.

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15. The CAS shall be able to tag and blacklist VC numbers and STB numbers that have been involved in piracy in the past to ensure that such VC or the STB cannot be re-deployed.

16. It shall be possible to generate the following reports from the logs of the CAS:

a. STB-VC Pairing / De-Pairing

b. STB Activation / De-activation

c. Channels Assignment to STB

d. Report of the activations or the deactivations of a particular channel for a given period.

17. The SMS shall be capable of generating bills for each subscriber with itemized details such as the number of channels subscribed, the network capacity fee for the channels subscribed, the rental amount for the customer premises equipment, charges for pay channel and bouquet of pay channels along with the list and retail price of corresponding pay channels and bouquet of pay channels, taxes etc.

18. The distributor shall ensure that the CAS and SMS vendors have the technical capability in India to maintain the systems on 24x7 basis throughout the year.

19. The IPTVO shall declare the details of the CAS and the SMS deployed for distribution of channels. In case of deployment of any additional CAS/ SMS, the same should be notified to the broadcasters by the distributor.

20. Upon deactivation of any subscriber from the SMS, all programme/ services shall be denied to that subscriber.

21. The IPTVO shall preserve unedited data of the CAS and the SMS for at least two years.

B) Fingerprinting:

1. The IPTVO shall ensure that it has systems, processes and controls in place to run finger printing at regular intervals.

2. The STB should support both visible and covert types of finger printing.

3. The finger printing should not be removable by pressing any key on the remote of STB.

4. The finger printing should be on the top most layer of the video.

5. The finger printing should be such that it can identify the unique STB number or the unique VC number.

6. The finger printing should appear on the screens in all scenarios, such as menu, Electronic Programme Guide (EPG), Settings, blank screen, and games etc.

7. The location, font colour and background colour of fingerprint should be changeable from head end and should be random on the viewing device.

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8. The finger printing should be able to give the numbers of characters as to identify the unique STB and/or the VC.

9. The finger printing should be possible on global as well as on the individual STB basis.

10. The overt finger printing should be displayed by the IPTVO without any alteration with regard to the time, location, duration and frequency.

11. Scroll messaging should be only available in the lower part of the screen.

12. The STB should have a provision that finger printing is never disabled.

13. The watermarking network logo for all pay channels shall be inserted at encoder end only.

C) Set Top Box (STB):

1. All STBs should have a Conditional Access System.

2. The STB should be capable of decrypting the Conditional Access messages inserted by the Head-end.

3. The STB should be capable of doing finger printing. The STB should support both Entitlement Control Message (ECM) and Entitlement Management Message (EMM) based fingerprinting.

4. The STB should be individually addressable from the Head-end.

5. The STB should be able to receive messages from the Head-end.

6. The messaging character length should be minimal 120 characters.

7. There should be provision for global messaging, group messaging and the individual STB messaging.

8. The STB should have forced messaging capability including forced finger printing display.

9. The STB must be compliant to the applicable Bureau of Indian Standards.

10. The STBs should be addressable over the air to facilitate OTA software upgrade.

11. The STBs with facilities for recording the programs shall have a copy protection system.

PART B – SCOPE OF AUDIT

I. Head End Audit IPTVO should provide Complete Accurate Schematic Diagram of their Head End, Earth Stations, Systems and Processes for Audit and Auditing Purpose.

IPTVO to submit & confirm the no. of MUX’s (Multiplexer Units) installed with active TS (Transport Stream) outputs. This should include physical audit of head end, earth station and analysis of TS stream from the Mux.

All TS from MUX should be encrypted for the territory.

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IPTVO to ensure that his Network Watermark logo is inserted on all Pay Channels at encoder end only.

All Pay Channels IRDs to be provided to IPTVO’s by SIPL should have SDI/Composite/ SDI output only. SIPL should not give IRDs with ASI/IP output or CAM Module.

II. CAS Audit: IPTVO to provide all below information correctly: Make & version of CAS installed at Head End.

CA system certificate to be provided by IPTVO.

CAS version installed should not have any history of hacking, certificate from CAS vendor required.

CAS system should support at least 1 million subscribers. CAS vendor should provide certificate.

CAS should be able to generate and provide log of all activities i.e. activation/deactivation/FP/OSD.

CAS should be able to generate active/deactivate report Channel wise or Bouquet / Subscriber Package-wise.

STB’s & cards to be uniquely paired from IPTVO before distributing box down the line.

IPTVO to declare by undertaking the no of encryptions CAS/SMS he is using at the head end and in future if he is integrating any additional CAS/SMS same should be notified to SIPL by means of a fresh undertaking.

Reconciliation of CAS database (active cards, service wise and Bouquet / Subscriber Package-wise) with SMS database to be provided by IPTVO. CAS vendor required to certified reconciliation of data.

No activation / deactivation from direct CAS system, it must be routed via SMS client only.

IPTVO should provide CAS vendor certified copies of active/deactivate channel wise/product wise report &Bouquet/Subscriber Package/ product report during audit period.

CA system should have the capability of providing history of all actions taken for last 2 years.

III. SMS Audit: All product authorization must be from SMS only.

SMS and CAS should be fully integrated.

The SMS should be computerized and capable to record the vital information and data concerning the subscribers such as: Unique Customer Id Subscription Contract number Name of the subscriber Billing Address Installation Address Landline telephone number Mobile telephone number Email id A – la carte Channels or Bouquet / Subscriber Package subscribed to Unique STB Number Unique VC Number

The SMS should be able to undertake the viewing and printing historical data in terms of the activations, deactivations etc.

Location of each and every set top box VC unit

The SMS should be capable of giving the reporting at any desired time about: The total no subscribers authorized The total no of subscribers on the network

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The total no of subscribers subscribing to a particular service at any particular date.

The details of channels opted by subscriber on A-la-carte basis. The Bouquet / Subscriber Package wise details of the channels in the

Bouquet / Subscriber Package. The Bouquet / Subscriber Package wise subscriber numbers. The ageing of the subscriber on the particular channel or Bouquet /

Subscriber Package The history of all the above mentioned data for the period of the last 2

years 1. Following parameter should be validated during the audit

i. Review Complete Network Diagram ii. Undertaking from Operators for all SMS and CAS installed at Head end – issue

of Multiple CAS / SMS iii. Certificate from CAS provider for details of CA ID, Service ID, N/w ID, version

and no. of instances installed. Also confirmation with respect to history of hacking

iv. Check the number of MUX’s installed with active TS outputs. Also whether all TS from MUX are encrypted.

v. Review whether Live diagram / fiber details of network are captured in SMS system

vi. To check if IPTVO specific coding / ID is available for Finger Printing vii. Confirm whether watermarking network logo for all pay channels are inserted

at encoder end only viii. Review the controls deployed to ensure integrity and reliability of the reports

such as logs, access controls, time stamp etc. ix. Review the Subscriber parameters which are captured in the SMS and validate

if following parameters are present for subscriber Unique Subscriber ID Subscriber Contract Details – No, Term, Date, Name, Address &

contact details Hardware details

x. Review the subscribers activation/ de-activation history in the SMS system xi. Validate if the SMS is integrated with CAS. xii. Review if all the active and de-active STBs are synchronized in both SMS and

CAS. xiii. Validate if independent logs/report can be generation for active and de-active

VCs with the product/channels active in both SMS & CAS. xiv. Review if the system support the Finger Printing and OSD features at Box level,

Customer account level as well as Global level. xv. Validate if all the STBs are individually addressable from the System and are

paired with the viewing cards. xvi. Review the Electronic Programming Guide to check LCN/CDN and genre of all

Channels xvii. Review the various packages programmed in the Systems with respect to the

subscriber reports submitted to the SIPL/ Aggregators. xviii. Extraction and Examination of System Generated reports, statistics, data

bases, etc. pertaining to the various Bouquets, Subscriber Package, Channel availability, bouquet / Subscriber Package composition, rates,

xix. Review of the following reports is supported by SMS and CAS. a. Total no of Subscribers – active & de-active separately b. De-active subscribers with ageing c. Channel wise Subscribers - total d. Channel wise Subscribers – split by Bouquet / Subscriber Package e. Revenue by Bouquet, Subscriber Package or A-la-carte Channel

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f. Subscriber/Revenue Reports by State/City g. No of Bouquets / Subscriber Package offered h. List of Channels / rates of each Bouquet / Subscriber Package i. Rate Card Options offered / Attached with active Subscribers j. Historical data reports k. Free / demo Subscribers details l. Exception cases – active only in SMS or CAS

IV. STB Audit: All STB should be individually paired in advance with unique smart card at central warehouse of IPTVO before handing down the line distribution.

IPTVO to provide details of manufacturers of STB’s being used / to be used by him (OS/Software, memory capacity, zapping time). All STBs must be secure chipset with chipset pairing mandatory.

IPTVO should provide one set of all type/model of boxes for testing and monitoring purpose.

All STBs used by IPTVO’s should be certified by their CAS vendor.

Forensic watermarking to be implemented on the IPTVO headend & STBs.

ECM/EMM base Forced messaging full screen and ticker mode should be available.

All the STBs should have embedded Conditional Access.

The STB should be capable of doing Finger printing. The STB should support both Entitlement Control Message (ECM) & Entitlement Management Message (EMM) based fingerprinting.

The STB should be individually addressable from the Head end.

The messaging character length should be minimum of 120 characters.

There should be provision for the global messaging, group messaging and the individual STB messaging.

The STB should have forced messaging capability.

The STB must be BIS compliant.

The STB must have secure chip set with mandatory pairing.

There should be a system in place to secure content between decryption & decompression within the STB.

The STBs should be addressable over the air to facilitate Over The Air (OTA) software upgrade.

The STB outputs should have the following copy protections i. Macro vision 7 or similar or better on Composite video output. ii. Macro vision 7 or similar or better on the Component Video output. iii. HDCP or similar or better copy protection on the HDMI & DVI output. iv. DTCP or similar or better copy protection on the IP, USB, 1394 ports or

any applicable output ports.

Types of boxes launched / to be launched: Vanilla STB DVR STB Others (please specify)

Please furnish STB details as following: Open Standards or Proprietary? Audio Video and Data I/O Configuration? Local Storage? Smarts Card? PVR Functionality? Tamper Resistance? I/O Copy Protection? Please provide the details. I/O Interface to Other Devices?

Are the STB’s interoperable?

DVR / PVR STB should be compliance of following;

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Content should get recorded along with FP/watermarking/OSD & also should display live FP during play out.

Recorded content should be encrypted & not play on any other devices. Content should get record along with entitlements and play out only if

current entitlement of that channel is active. User should not have access to install third party application/software.

Does the Set Top Box support any type of interactive middleware? Please describe.

V. Distribution Network Audit: IPTVO should provide below information in detail:

Fiber network and PIT information on Geo Map.

Service area to be defined. VI. Anti-Piracy Measure: Use of any device or software should not invalidate the

fingerprinting.

The OVERT Finger Printing should not be removable by pressing any key from the remote.

The OVERT Finger printing should be on the top most layer of the video.

The Finger printing should be such that it can identify the unique STB number or the unique Viewing Card (VC) number.

The Finger printing should appear on all the screens of the STB, such as Menu, EPG etc.

The location of the Finger printing should be changeable from the Head end and should be random on the viewing device.

The Finger printing should be possible on global as well as on the individual STB basis.

The Overt finger printing and On screen display (OSD) messages of the respective company should be displayed by the IPTVO without any alteration with regard to the time, location, duration and frequency.

Covert finger printing should be available.

No common interface Customer Premises Equipment (CPE) to be used.

The STB should have a provision that OSD is never disabled. VII. Commercial Audit*1. Provide system generated Channel-wise and Bouquet /

Subscriber Package-wise reports of channels for the platform in a non-editable format. 2. Understand/ Verify the Customer Life Cycle Management process by performing a

walkthrough of the following processes and their underlying systems

Customer acquisition

Provisioning of the subscriber in authentication, billing and SMS system

Bouquet / Subscriber Package change request process

Customer Retention process, if any

Deactivation and churn process 3. Understand/ Verify the various Bouquets / Subscriber Package being offered to customers

Obtain details of all approved Bouquets / Subscriber Package and add on which are being offered to customers

Interactions with the Operator’s marketing and sales team on how the various channels are being marketed

Any special marketing schemes or promotions

Details of the consumers subscribing to the various Bouquets / Subscriber Package, including ‘demo’/ free/ complimentary/ testing/ promotional subscribers

4. Understand the declaration report generation process by performing a walkthrough of processes and underlying systems (to understand completeness and accuracy of subscriber report generation process):

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Generation of reports for subscriber declaration for Channels or Bouquets / Subscriber Package

Any reconciliations / checks /adjustments carried out before sending the declarations

5. Analyze declaration reports on a sample basis:

Reconciling the declaration figures with base data from various systems (SMS / Provisioning / Billing and Authentication systems)

Analyze the computation of average subscribers

Ascertain the average subscribers for a specific period on a sample basis by generating a sample report for a given period in the presence of the representative/auditors

6. Analysis of the following - :

Input and change controls of customer data into SMS

SMS user access controls – authentication, authorization and logging

Analyze system logs to identify any significant changes or trail of changes made

Security controls over key databases and systems including not limiting to SMS, Provisioning, authentication and billing systems

Review the system logic for the reports which are inputs to Broadcaster declarations

Channel allocation/fixation to a particular LCN/CDN

Mapping of subscriber id across the CRM and SMS billing system if the same is different across the systems

Sample of activation and deactivation request logs

Opening and closing numbers of the active subscribers for sample months ( report to be taken in front of the auditors/ rep)

Confirmation of the numbers on the middle of the month on a random chosen dates ( report to be taken in front of the auditors/ representatives of both parties)

Live Demo of the queries being put in to the system to generate different reports.

List of CAS and SMS used by Operator in in the Territory. In case more than one CAS and SMS system is used by Operator for the Territory, then understand and analyze how the two markets are segregated, controlled, reported and invoiced

Similarly, list of head-ends of the operator providing services in the Territory and for such head-ends, understand and analyze how the two markets are segregated, controlled, reported and invoiced.

In case of multiple CAS being used by IPTVO, to understand synchronization between multiple CAS and SMS.

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SCHEDULE C – TERRITORY

Part A – Details of Registered Areas of Operation of IPTVO as mentioned in the registration granted by MIB

Registered Areas

India

Part B – Details of agreed areas for distribution of signal of Channels by the IPTVO

Agreed Area/Town/City/District State/ Union Territory within which the Agreed Area/Town/City/District falls

Head-end Address from which signals of Channels are provided by the IPTVO

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SCHEDULE D - REPORTS

Report Formats

A: Monthly subscription reports of channels or bouquets to be provided by the IPTVO to SIPL.

Reported Month:______________ Year:________________

Date of generation of Report: _____________

Date of submission of Report by the IPTVO: ____________

A.1 Monthly subscription of a channel or bouquet shall be arrived at, by averaging the number of subscribers subscribing that channel or bouquet, as the case may be, recorded four times in a month, as provided in table-1 and table-2 respectively. The number of subscribers shall be recorded at any point of time between 19:00 HRS to 23:00 HRS of the day.

Table 1- Monthly subscription for a-la-carte channels

Sl. Name of the channel

Number of un ique ac t ive subscribers of the channel on

7th day of the month




21st day of the month



Monthly average subscribers of the channel

(1) (2) (3) (4) (5) (6) (7)=[(3)+(4)+

(5)+(6)]/4

1.

2.

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Table 2- Monthly subscription for bouquets of pay channels

Sl. Name of the bouquet of pay channels

Name of constituent channels of bouquet of the broadcaster

Number of un ique ac t ive subscribers of the bouquet on





21st day of the month

Number of un ique ac t ive subscribers of the bouquet

on 28th

day of the month

Monthly average subscribers of the bouquet

(1) (2) (3) (4) (5) (6) (7) (8)=[(4)

+(5)+(6)+(7)]/4

1.

2.

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SCHEDULE E – ANTI-PIRACY OBLIGATIONS AND SECURITY MEASURES IPTVO undertakes to adhere to all anti-piracy and security obligations as set out hereunder: (i) It shall take all appropriate and necessary steps and measures to prevent piracy or any

other violation of intellectual property rights of the Channels, directly or indirectly. IPTVO further states that the STB shall have a provision that finger printing is never disabled.

(ii) If a Set Top Box (STB) is involved or used in piracy or unauthorized distribution of the Services in any manner whatsoever or if SIPL requests de-authorization or disconnection of a STB, IPTVO undertakes to de-authorize or disconnect the relevant STB, within 6 hours (during high impact television events agreed by Parties in advance and within 24 hours under normal circumstances) of becoming aware of such piracy/unauthorized distribution or of receiving SIPL’s request (as the case may be).

(iii) IPTVO shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorised viewing of the Services, distributed/transmitted through its Platform on a regular daily basis. The finger printing should not be removable by pressing any key on the remote and should be on the top most layer of the video. It should be such that it can identify the unique STB number or the unique Viewing Card (VC) number.

(iv) IPTVO shall ensure that the location of the finger printing is changeable from the Platform and should be random on the viewing device and should also be able to give the numbers of characters as to identify the unique STB and/ or the VC. Further, the Finger printing should be possible on global as well as on the individual STB basis and the Overt finger printing and On screen display (OSD) messages of the respective broadcasters should be displayed without any alteration with regard to the time, location, duration and frequency (within technical limitations of the receiver in use for reception of services)

(v) IPTVO agrees to comply with the following STB requirements that: a. All its STBs shall have embedded Conditional Access. b. The STB will be capable of decrypting the Conditional Access inserted by the

Headend. c. The STB will be capable of doing Finger printing. The STB will support both

Entitlement Control Message (ECM) & Entitlement Management Message (EMM) based fingerprinting.

d. The STB will be individually addressable from the Headend. e. The STB will be able to take the messaging from the Headend. f. The STB is BIS compliant. g. The STBs will be addressable over the air to facilitate Over The Air (OTA)

software upgrade.

(vi) The IPTVO undertakes that: a. The current version of the conditional access system does not have any history

of hacking. b. The fingerprinting does not get invalidated by the use of any device or software. c. The STB & VC are paired from head-end to ensure security. d. The SMS and CAS are integrated for activation and deactivation process from

SMS simultaneously through both the systems. Further, the CAS is independently capable of generating log of all activations and deactivations.

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e. It has the capability of upgrading the CAS in case of a known incidence of hacking.

f. The SMS & CAS are capable of individually addressing subscribers, on a channel by channel and STB by STB basis.

g. The SMS is computerized and capable to record the vital information and data concerning the subscribers such as:

1. Unique Customer ID 2. Subscription Contract No. 3. Name of the subscriber 4. Billing Address 5. Installation Address 6. Landline No. 7. Mobile No. 8. Email ID. 9. Service /Package subscribed to 10. Unique STB No. 11. Unique VC No.

h. The SMS is able to undertake the: 1. Viewing and printing historical data in terms of the activations,

deactivations etc. 2. Location of each and every set top box/VC unit 3. The SMS is capable of giving the reporting at any desired time about:

i. The total no subscribers authorized. ii. The total no of subscribers on the network. iii. The total no of subscribers subscribing to a particular service at any

particular date. iv. The details of channels opted by subscriber on a-la carte basis. v. The package wise details of the channels in the package. vi. The package wise subscriber numbers. vii. The ageing of the subscriber on the particular channel or package. viii. The history of all the above mentioned data for the period of the last

2 years. i. The SMS and CAS are able to handle at least one million concurrent

subscribers on the system. j. Both CAS& SMS systems are of reputed organization and have been currently

in use by other pay television services that have an aggregate of at least one million subscribers in the global pay TV market.

k. The CAS system provider is able to provide monthly log of the activations. l. The SMS is able to generate itemized billing such as content cost, rental of

the Equipment(s), taxes etc. m. The CAS& SMS system suppliers have the technical capability in India to be

able to maintain the system on 24x7 basis throughout the year. b. CAS & SMS have the provision to tag and blacklist VC numbers and STB

numbers that have been involved in piracy in the past to ensure that the VC or the STB cannot be re-deployed.

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SCHEDULE F – DETAILS OF SIPL REPRESENTATIVES

Part A – Representatives for Receipt of IPTVO Signal Request Application Form

Part B – Representatives for Grievance Redressal of IPTVO

Particulars Details

Name

Amit Dhanuka

Correspondence

Address:

Star India Private Limited, Star House, Urmi Estate, 95 Ganpatrao Kadam Marg, Lower

Parel (West), Mumbai – 400 013, Maharashtra

Contact Number:

+ 91 -22 -6173 2865

Email:

amit.dhanuka @startv.com

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SCHEDULE G – DETAILS OF IPTVO

I. Registration No. under the IPTV Guidelines as amended)– __________________ A. Address in the Registration Certificate - B. Installation Address of CAS – C. Installation Address of SMS-

II.SERVICE

C Band Satellite Receiver No.:

Viewing Card No.:

II. Installation Address(es) for locating Equipment: Headend Address

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SCHEDULE H – DETAILS OF PRIOR AGREEMENTS

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