FREEVIEW INTERNET PROTOCOL TELEVISION PROVIDER TRADE MARK LICENCE. THIS LICENCE dated is made BETWEEN:

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1 FREEVIEW INTERNET PROTOCOL TELEVISION PROVIDER TRADE MARK LICENCE THIS LICENCE dated is made BETWEEN: a company incorporated under the laws of with company registration no. whose principal office is at: (the Licensee ); and DTV Services Limited a company incorporated under the laws of England with company registration no whose principal office is at: 2 nd Floor, 27 Mortimer Street, London. W1T 3JF United Kingdom ( the Licensor ) IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS HEREIN IT IS AGREED AS FOLLOWS: 1 Definitions In this Licence the following terms shall have the meanings set out below: Amendment - any amendment to the Brand Guidelines, the IPTV Provider Rules, the IPTV Channel Operator Rules, the Approvals Procedure, or to the form of a Trade Mark. Approvals Procedure the procedure for the approval of publicity material contained in Schedule 3, as may be amended from time to time by the Licensor in its sole discretion. Brand Guidelines the brand guidelines for the use of the Trade Marks by an IPTV Service Provider and a Channel Operator found at the Freeview Marketing Website or as otherwise provided directly by the Licensor to the Licensee, as amended from time to time by the Licensor in its sole discretion. Channel - a television, radio or interactive channel made available to the public by a Channel Operator via the IPTV Service and listed in Schedule 2. Channel Operator an operator of a Channel, as listed in Schedule 2. Channel Publicity Material - any paper-based, online, broadcast, cinema, poster or billboard marketing and promotional material, including press releases and websites, produced by the Channel Operator for the purpose of advising consumers how to access the Channels on the IPTV Service via a channel on the UK DTT Platform. Channel Trade Marks the word and device marks owned by or licensed to Channel Operators which are used to identify the Channels. Commencement Date - the date of this Agreement, being the date of last signature below. DTG Digital TV Group, a company incorporated under the laws of England with company registration no DTT digital terrestrial television. D-Book the detailed interoperability specification for UK DTT produced by DTG. Free to View unencrypted and made available to consumers without payment. Freeview HD Logo the FREEVIEW HD device mark set out in Part 2 of Schedule 1. Freeview HD Recorder Trade Marks the Freeview HD RECORDER word mark and logos set out in Part 4 of Schedule 1. Freeview HD Trade Marks the FREEVIEW HD word mark and logo set out in Part 2 of Schedule 1. Freeview Logo - the FREEVIEW device mark set out in Part 1 of Schedule 1. Freeview Marketing Website - the marketing support website entered from Freeview Service the collection of Free to View television, radio and interactive (including text and multistream) channels and services (not including the IPTV Service) provided under the Trade Marks and available on the UK DTT platform from time to time. Freeview Trade Marks the FREEVIEW word mark and logo set out in Part 1 of Schedule 1. HD Product - a Receiver that is able to receive high definition broadcasts. IPTV internet protocol television. IPTV Channel Operator Rules - the rules for use of the Trade Marks by Channel Operators, attached hereto in Schedule 3 and as amended from time to time by the Licensor at its sole discretion. IPTV Provider Rules - the requirements applicable to the use of the Trade Marks by IPTV providers (including the Licensee), attached hereto in Schedule 4 as amended from time to time by the Licensor at its sole discretion. IPTV Service the collection of television, radio and interactive (including text and multistream) channels and services (i) provided under the IPTV Trade Marks, (ii) provided by the Licensee, (iii) available via a channel or channels on the UK DTT platform from time to time, (iv) delivered via internet protocol and (v) which fully comply with the D-Book. IPTV Trade Marks - the word and device trade marks belonging to the Licensee and set out in Part 5 of Schedule 1. Licence this agreement and its Schedules. New Trade Marks any trade mark added by the Licensor to Part 3 of Schedule 1 from time to time by notice to the Licensee. Products Receivers which, in each case: (i) can receive all the Freeview Services, (ii) allow the IPTV Service to be accessed in full, (iii) have been approved by the Licensor under the terms of a Freeview manufacturers trade mark licence and meet the requirements of that licence, and (iv) are HD Products. Publicity Material any promotional and marketing material in any form, including paper, broadcast, cinema, poster, billboard and on-line materials, and including press releases and websites, produced for the purposes of promoting the availability of the IPTV Service, and 1

2 Channels on that IPTV Service, via a channel located on the Freeview Service. Receiver a DTT receiver (including set top boxes and integrated digital televisions) that can receive all Free to View DTT services (including text and interactive). Term the period this Licence is in force, in accordance with clause 5. Territory United Kingdom, Channel Islands and Isle of Man. Trade Marks the Freeview Trade Marks, the Freeview HD Trade Marks, the Freeview HD Recorder Trade Marks and any New Trade Marks. To use - to make use of and/or reproduce. 2 Licence Scope of Licence 2.1 The Licensor grants to the Licensee during the Term a royalty-free, non-exclusive, non-transferable, right in the Territory to use the Trade Marks on Publicity Material subject to the terms and conditions of this Licence, except that in the event that the IPTV Service is not entirely Free to View (both as a whole and in respect of individual Channels), the Licensee is not licensed to use the Freeview HD Trade Marks or the Freeview HD Recorder Trade Marks, nor to use the Freeview Logo to notify consumers that the IPTV Service can be accessed using Products. 2.2 Where the Licensee provides an IPTV Service that is Free to View (both as a whole and in respect of individual Channels) it shall be entitled to use the Freeview HD Trade Marks and the Freeview HD Recorder Trade Marks, but only for the purposes of notifying consumers that the IPTV Service can be accessed using those corresponding Products, and it shall not use those trade marks for any other purpose. In particular, it shall not use the Freeview HD Trade Marks or the Freeview HD Recorder Trade Marks for the purposes of stating or implying that any Channel or IPTV Service can be accessed in high definition or forms part of the Freeview Service. 2.3 The Licensee may only use any New Trade Marks as the Licensor may specify in writing to the Licensee, and in accordance with the Brand Guidelines. 2.4 For the avoidance of doubt, this Licence does not permit the Licensee to apply the Trade Marks directly to any products of any nature or any product packaging. 2.5 The Licensee shall comply with the IPTV Provider Rules, which form a part of this Licence. Approvals 2.6 The Licensee shall not use, offer for sale, sell or distribute any Publicity Material carrying the Trade Marks unless and until such Publicity Material has been approved by the Licensor in accordance with the Approvals Procedure. Use of the Trade Marks 2.7 The Licensee shall only use the Trade Marks: in the form supplied by the Licensor; in a manner acceptable to the Licensor and in accordance with the Licensor s high quality standards, goodwill and reputation; and strictly in accordance with the Brand Guidelines and the IPTV Provider Rules. 2.8 The Licensee shall not use the Trade Marks in any manner that represents that the Licensee is associated with the Licensor or in any way which may suggest that the Licensor is the manufacturer, producer or distributor of the Products or the provider of the IPTV Service or its Channels. In addition, the primary branding of the Publicity Material shall be the IPTV Trade Marks rather than the Trade Marks. 2.9 The Licensee shall not use the Trade Marks in such a way as to suggest an endorsement by the Licensor of the IPTV Service, a Product or a Channel, or a Product s technical specification, save to indicate that a Product is capable of receiving and operating the Freeview Service, the IPTV Service can be accessed via a channel on the Freeview Service, and a Channel can be received via the IPTV Service The Licensee undertakes that its use of the Trade Marks shall preserve, promote and not undermine the goodwill in the Trade Marks, and that the Publicity Material shall be: of good and high quality; suitable for the intended purpose; and produced, distributed, sold, marketed and advertised in strict compliance with this Licence, the rights of any other party and all applicable laws, codes of practice, standards and regulations in effect in the Territory The Licensee shall not produce any Publicity Material that, in the reasonable opinion of the Licensor, disparages the Licensor or the Freeview Services, contains inaccuracies or misleads consumers, or constitutes an unfair comparison between the Freeview Services and any service provided by the Licensee or any third party, and shall correct any such Publicity Materials immediately on notice from the Licensor. Amendments 2.12 In the event of any Amendment, the Licensee shall not produce any item of Publicity Material that does not comply with the Amendment after the expiry of any applicable notice period advised by the Licensor or otherwise after the date of notification of the Amendment under clause 2.14 ( Notification Date ). The Licensee may use and distribute Publicity Material produced prior to the Notification Date that does not comply with the Amendment for a period of six months from the Notification Date, after which it shall cease using and distributing such non-compliant Publicity Material. The Licensee shall cease using and/or amend all non-compliant on-line Publicity Material as soon as possible after the Notification Date In the event of the addition or removal, after the Commencement Date, of a television, radio or interactive channel from or to the IPTV Service, the Licensee shall complete the form attached as Schedule 6 to this Licence 2

3 and shall forward it to the Licensor as soon as possible. Where a channel is added, then upon signature of the form by the Licensor, the channel and channel operator will be deemed to be added to Schedule 2 as a Channel and Channel Operator The Licensee must consult the Freeview Marketing Website and comply with the Brand Guidelines when producing Publicity Materials. The Licensee shall be deemed to have been notified of an Amendment on the earlier of: (i) the date on which it consults the Freeview Marketing Website (if such Amendment is included on the Freeview Marketing Website at that date); or (ii) the date on which the Licensor sends a notification of the Amendment to the Licensee. The Licensee must inform the Licensor of the relevant contact details for notification and any changes to such details as soon as possible after any change. Cross Licence of IPTV and Channel Trade Marks 2.15 The Licensee hereby grants to the Licensor a nonexclusive, royalty-free licence in the Territory to use the IPTV Trade Marks and the Channel Trade Marks on Publicity Material, for the purposes of promoting the accessibility of the IPTV Service and the Channel(s) via the UK Free to View DTT platform, on the same terms as set out in this Licence in clauses 2.7.1, 2.7.2, 2.10, 2.16, 3 (excluding clause 3.1.4, to the extent it requires the licensed trade marks to be kept separate from other trade marks), 5.1, 5.2, 5.3, 5.4, 5.6, 5.7, 5.8, 5.9, 6, 7.1, 7.2, 7.3 and 9. For the avoidance of doubt (except in clauses 5.6, 2.15, 2.16), references to Trade Marks in those clauses shall become reference to IPTV Trade Marks and the Channel Trade Marks for the purposes of the licence contained in this clause, and references to the Licensor and Licensee shall refer to the licensor and licensee of the IPTV Trade Marks and the Channel Trade Marks The Licensee warrants that is has the right to grant the licences set out in clause 2.15 to the Licensor, and shall indemnify the Licensor for any losses, expenses, liabilities and claims it suffers in respect of any breach of this warranty. The provisions of clauses 7.2 and 7.3 shall apply to such indemnity. Use of the Trade Marks by Channels 2.17 The Licensee may grant royalty-free, non-exclusive, non-transferable, non sub-licensable sub-licences to the Channel Operators to use the Freeview Trade Marks in the Territory, solely in or on Channel Publicity Material, and in accordance with the terms of this Licence. The Licensee shall not permit the Channel Operators to use the Freeview HD Trade Marks or the Freeview HD Recorder Trade Marks The Licensee shall ensure that the Channel Operators comply with the terms of this Licence (excluding clauses 2.1, 2.6, 2.15, 2.16, 5 and the IPTV Provider Rules), including but not limited to the IPTV Channel Operator Rules. The Licensee shall provide each Channel Operator with a copy of this Licence The Licensee shall be liable for all acts and omissions of the Channel Operators and shall indemnify the Licensor against all costs, expenses, claims, loss or damage incurred or suffered by the Licensor, or for which the Licensor may become liable, (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill) arising out of any act or omission of any sub-licensee Any sub-licences or permissions granted shall terminate automatically on termination or expiry of this Licence as a whole or in respect of any Trade Mark. The Licensee shall terminate any sub-licence granted to a Channel Operator during the Term immediately upon the request of the Licensor (which request, for clarity, may relate to one Channel, one Channel Operator or multiple Channels and Channel Operators) The Licensee shall ensure that each Channel Operator does not use, offer for sale, sell or distribute any Publicity Material carrying the Trade Marks unless and until such Publicity Material has been approved by the Licensee as complying with the terms of this Licence under the provisions of Schedules 4 and The Licensee shall procure that the Channel Operator does not use any Trade Marks or refer to the Licensor in a manner that: misrepresents the Channel Operator s association with the Licensor, states or implies that the Licensor is the provider of the IPTV Service or the Channels, or endorses a Channel, save to accurately explain how the Channel can be accessed; states or implies that a Channel is available on the Freeview Service or directly on the UK DTT platform, or that a Channel is available Free to View if it is not; and in the reasonable opinion of the Licensor, disparages the Licensor or the Freeview Service, contains inaccuracies or misleads consumers, or constitutes an unfair comparison between the Freeview Service and any IPTV Service, and shall procure that the Channel Operator corrects any such Channel Publicity Materials immediately on notice from the Licensor The Licensee shall procure that the Channel Trade Marks and IPTV Trade Marks shall be given greater prominence on Channel Publicity Material than the Trade Marks The Licensee shall procure that the Channel Operator shall not apply the Freeview Trade Marks directly to any product or packaging for any product The Licensee shall procure that the Channel Operator shall at all times during the Term comply with the terms of the Ofcom Broadcasting Code in respect of each Channel. 3 Rights in and Registration of the Trade Marks 3.1 The Licensee acknowledges and agrees that: the Licensor is the proprietor of the Trade Marks, and any copyright subsisting in and the goodwill relating to the Trade Marks is owned by the Licensor; the benefit of all use of the Trade Marks and any additional goodwill accrued as a result of the Licensee's 3

4 (and the Channel Operator s) activities in connection therewith shall accrue to the Licensor; the Licensee will not make any representation or do any act which may be taken to indicate that it has any right, title or interest to the ownership or use of the Trade Marks (except under the terms of this Licence), or that it provides the Freeview Services; the Licensee will not use any of the Trade Marks in a manner likely to prejudice their legal protection or validity. In particular, without prejudice to the generality of the foregoing, the Licensee shall ensure that if any other logos and/or trade marks are used or incorporated on Publicity Material, such other logos and/or trade marks are kept separate from the Trade Marks and are not used in any manner which could lead to confusion as to the ownership of the Trade Marks; except as provided by this Licence or otherwise permitted under law or contract, the Licensee will not make use of any other trade mark, design, copyright or other intellectual property in which the Licensor has proprietary rights; any trade mark application in respect of the Trade Marks may be made only by the Licensor and the Licensee will not make or attempt to make any such trade mark application. Subject to clause 3.1.8, the Licensee shall, if so required by the Licensor, co-operate with the Licensor in securing or maintaining the registration of the Trade Marks in the Territory (which shall include providing such written details and further samples of the Publicity Material as the Licensor may reasonably request); subject to clause 3.1.8, the Licensee will, at the Licensor s request, enter into any further agreements or execute any documents deemed necessary by the Licensor in order to give effect to clauses and/or 3.1.6; the Licensee's reasonable out of pocket costs in complying with clauses and shall be met by the Licensor; and the Licensor shall have no obligation to register, or maintain registrations for the Trade Marks. 3.2 The parties hereby acknowledge and agree that neither shall acquire rights in the other s trade marks by virtue of their respective use of the same on or in connection with the Publicity Material. 4 Trade Mark and Copyright Notices Unless otherwise agreed by the Licensor during the Approvals Procedure, the Licensee shall cause to appear in or on any Publicity Material on which the Trade Marks appear, a notice as follows and/or such other legends, markings or notices and in such locations and sizes as the Licensor may from time to time require (and as are lawful) in order to give appropriate notice of the Licensor s trade mark or other intellectual property rights: FREEVIEW and FREEVIEW HD are trade marks of DTV Services Ltd and are used under licence. DTV Services Ltd The Licensee shall comply with any instructions given by the Licensor in relation to the use of trade mark notices and markings for the New Trade Marks. 5 Termination 5.1 This Licence shall commence on the Commencement Date and shall continue in force unless and until terminated in accordance with this clause At any time, either party may terminate this Licence in relation to any Trade Mark, or as a whole, by giving the other party not less than thirty (30) days written notice. 5.3 The Licensor may terminate this Licence immediately by notice to the Licensee in relation to a particular Trade Mark if it decides to discontinue use of that Trade Mark. 5.4 The Licensor may terminate this Licence immediately in relation to any Trade Mark, or as a whole, on the giving of written notice to the Licensee if: the Licensee commits a material breach of this Licence which is incapable of remedy; or the Licensee commits a breach of any of the obligations and conditions imposed upon it by this Licence and does not remedy such a breach (if capable of remedy) within thirty (30) days after receiving written notice from the Licensor to do so (including for the avoidance of doubt, any breach of the IPTV Provider Rules, or the Brand Guidelines); or the Licensee uses the Trade Marks in a manner unacceptable to the Licensor or brings any of the Trade Marks into disrepute; or the Licensee makes any representation or does any act which may be taken to indicate that it has any right, title or interest to the ownership or use of the Trade Marks except under the terms of this Licence; or the Licensee undergoes any change in control. The Licensee is required immediately to give written notice to the Licensor following any change in control; or the Licensee ceases to carry on business, goes or is put into receivership, administrative receivership, administration or liquidation or makes an arrangement for the benefit of its creditors or takes or suffers any similar action in consequence of any debt; or the Licensee challenges the validity of any of the Trade Marks. 5.5 Upon termination of this Licence in relation to any Trade Mark, or as a whole, and provided that the Licensee is not in breach of this Licence, the Licensee shall, to the extent it is entitled under this Licence during the Term in relation to the Trade Mark/s for which the Licence is terminated, be entitled to use the Trade Mark/s on Publicity Material for a further three (3) month period from the date of termination, for the sole purpose of using up Publicity Material manufactured during the Term. 5.6 Where the Licensor is exercising its rights under the licence granted pursuant to clause 2.15, and the Licence of an IPTV Trade Mark or Channel Trade Mark is terminated in accordance with clause 5, the Licensor shall be entitled to continue the use of the IPTV Trade Mark or Channel Trade Mark on Publicity Materials for a further six (6) month 4

5 period from the date of termination, for the sole purposes of using up Publicity Material manufactured during the Term. 5.7 Subject to clauses 5.5 and 5.6, on termination of this Licence for any reason in relation to a Trade Mark, or as a whole, the Licensee shall immediately cease any further use of the Trade Mark/s for which the Licence is terminated in any form and shall (at the Licensor s sole option) destroy or deliver up to the Licensor all materials in the Licensee s possession or control bearing the Trade Mark/s, and all rights granted under this Licence shall immediately revert to the Licensor. 5.8 Termination of this Licence shall be without prejudice to the accrued rights of each party at the date of termination. 5.9 Clauses 3.1.2, 3.1.6, 3.1.7, 3.1.8, 5.5, 5.6, 5.7, 5.8, 5.9, 7, 8 and 10 shall survive termination of this Licence and shall continue in full force and effect. 6 Infringement by third parties The Licensee shall immediately give written notice to the Licensor of any actual, threatened or suspected infringement by a third party of any of the Licensor s rights in and to the Trade Marks which may come to the Licensee s attention. The Licensor shall not be under any obligation to take any legal or other action against any such third party. The Licensee shall not be entitled to bring proceedings under s. 30 of the Trade Marks Act Indemnity 7.1 The Licensee shall be liable for, and shall defend, indemnify, and hold harmless the Licensor including, for the purposes of this clause its directors, secretary, officers, servants, agents, employees and shareholders, against all professional expenses, liabilities, claims, judgments, actions, debts or rights of action (of whatever kind), and all costs (including legal costs), damages, legal fees, losses, expenses, penalties, fines, criminal or civil, or other payments of any nature whatsoever incurred or suffered by the Licensor, excluding indirect or consequential loss but including loss of goodwill relating to the Trade Marks, which arise out of, or are caused by, or result from any dispute or contractual, tortious or other claims or proceedings brought against the Licensor by reason of the acts or omissions of the Licensee or of its officers, employees, agents or subcontractors. 7.2 The Licensee s maximum liability under clause 7.1 shall be limited to 5,000,000 (five million pounds sterling). 7.3 The limitation of liability set out in clause 7.2 shall not extend to death or personal injury resulting from the negligence of the Licensee and /or its servants or agents nor to any other liability which the Licensee is prohibited from excluding by law. 7.4 The Licensee shall arrange and maintain with a reputable insurer adequate public liability and errors and omissions insurance which shall be no less than five million pounds sterling ( 5,000,000) and with scope of cover appropriate to the liability of the Licensee in respect of any one claim or incident. The Licensee shall produce to the Licensor on demand copies of the insurance policies maintained in accordance with the terms of this clause, and receipts for premiums required to be paid in relation to such policies. 8 Address for Notices 8.1 Except for notifications given under clauses 2.6, 2.14, 3.1.6, 3.1.7, and 4, all notices given by the parties under this Licence shall be in writing and delivered by registered post, airmail or facsimile (with a copy posted) to the respective addresses or facsimile numbers of the parties as advised in writing from time to time. 9 Assignment 9.1 This Licence is personal to the Licensee who shall not assign, transfer, mortgage, charge, or in any other way dispose of or purport to dispose of its rights or obligations under this Licence. 9.2 Without prejudice to the generality of clause 9.1 above, the Licensor acknowledges that third parties may be subcontracted to print or produce the Publicity Material for the Licensee. The Licensee shall be responsible for the actions of such third parties, who shall not be permitted to distribute the Publicity Material to any party other than the Licensor and/or the Licensee, or deal with the Publicity Material in any other way other than as set out in this Licence. 10 General 10.1 Nothing in this Licence shall constitute or be deemed to constitute a partnership between the parties or constitute or be deemed to constitute either party as agent of the other for any purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of the other in any way or for any purpose No amendment to the terms of this Licence (other than an Amendment or the addition of a New Trade Mark) shall be valid or binding unless made by prior written agreement between the parties and signed by their duly authorised representatives No waiver by either party of a breach or a default hereunder shall be effective unless in writing and signed by both parties and any such waiver shall not be deemed to be a waiver of any subsequent breach or default of the same or similar nature. No failure or delay by either party in exercising any rights, power or privilege under this Licence shall operate as a waiver thereof nor shall any single or partial exercise by any party of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege To the extent permitted by English or any other applicable law all provisions of this Licence shall be severable and no provision shall be affected by the invalidity or unenforceability of any other provision No person who is not a party to this Licence has or shall have any right under the Contracts (Rights of Third Parties) Act to enforce any term of this Licence. 5

6 10.6 This Licence represents the entire understanding between the parties This Licence may be executed in two counterparts, each of which shall be deemed to be an original, and all collectively a single instrument This Licence shall be interpreted in accordance with the laws of England and Wales and any dispute or other matter arising hereunder shall at the option of the Licensor be subject to the exclusive jurisdiction of the English courts. DULY EXECUTED SIGNED for and on behalf of the Licensor (DTV Services Limited): Signature Name Title Date SIGNED for and on behalf of the Licensee: Signature Name Title Date 6

7 SCHEDULE 1 Part 1: Freeview Trade Marks Word Mark: FREEVIEW Part 3:New Trade Marks Word Mark(s): Logo: Logo(s) Part 4 Freeview HD Recorder Trade Marks Word Mark: Part 2: Freeview HD Trade Marks Word Mark: FREEVIEW HD RECORDER Logo: FREEVIEW HD Logo: Part 5: IPTV Trade Marks Word Mark(s): Logo(s) 7

8 SCHEDULE 2 Channels and Channel Operators 8

9 SCHEDULE 3 Approvals Procedure 1. As required by clause 2.6, and to the extent required by schedules 4 and 5 of the Licence, the Licensee must send Samples of all publicity, marketing and promotional materials, including but not limited to all online publicity materials and listings, television commercials, printed flyers, catalogues and press advertisements bearing the Trade Marks to the Licensor for approval prior to their use or publication. 2. For the purpose of this Schedule 3 Samples shall mean: (i) where the Trade Marks are to be used on a live webpage, a screen shot or other representation of the format of the webpage and the proposed address of the web-page; or (ii) in any other case (including television commercials, printed flyers, catalogues and press advertisements) two (2) true and accurate samples of the item of proposed Publicity Material. The Licensee shall provide Samples to the Licensor together with a written request for approval of them at least six (6) working days before producing the relevant Publicity Material. 3. Where practicable, the Licensor shall use reasonable efforts to inform the Licensee whether or not the Samples are acceptable within three (3) working days of receipt of the Licensee s request for approval. 4. The Licensee warrants that the Publicity Material shall conform in every way to the Samples as approved by the Licensor and undertakes that: 4.1 it will make no use of any of the Trade Marks or of the Publicity Material other than for the purposes of complying with paragraphs 1 and 2 above unless and until the Licensee has the express written approval of the Licensor; 4.2 it will not make any alterations, modifications or changes to the Publicity Material once they have been approved by the Licensor without the specific written consent of the Licensor (and, for the avoidance of doubt, any breach of this clause shall constitute a material breach of this Licence for which damages may not be an adequate remedy, and the Licensee acknowledges that, in addition to any other remedies available at law, in equity or under this Licence, the Licensor shall be entitled to obtain injunctive relief from a court of competent jurisdiction to restrain any such breach and in particular the distribution of any such amended items); 4.3 for on-line use, it will the Licensor a link to the webpage on the day it goes live and inform the Licensor immediately of any change to the web address; and 4.4 in cases other than for on-line use, it will supply to the Licensor free of charge, upon request by the Licensor, samples of the Publicity Material as manufactured, sold or issued. 5. The Licensee shall where possible send all Samples by to the following address (or such other address as notified by the Licensor to the Licensee): emma.jenkins@freeview.co.uk If a Sample cannot be sent by , the Licensee shall send it to the following address (or such other address as notified by the Licensor to the Licensee): Emma Jenkins DTV Services Limited 2 nd Floor, 27 Mortimer Street, London W1T 3JF 9

10 SCHEDULE 4 IPTV Provider Rules These rules form part of the Freeview Internet Protocol Television Trade Mark Licence and the defined terms within them are as stipulated in that Licence. 1. If a Channel cannot be received via a particular model of DTT receiving equipment, the Licensee shall ensure that a splash screen or MHEG slate is displayed when a user of that equipment selects that Channel. The Licensee shall obtain the Licensor s prior approval of the message displayed on that splash screen. 2. This Licence does not permit the Licensee to use the Trade Marks in relation to products. If any of the Licensee s promotional material for the IPTV Service features a DTT receiver, the Licensee shall not use the Trade Mark in proximity to or for the purposes of promoting the receipt of the IPTV Service or Freeview Services via that DTT receiver unless it has been separately approved by the Licensor under the terms of a Trade Mark licence and is a Product (as defined above). If the Licensee uses the Trade Marks on Publicity Material that features and/or relates to products that have not been approved as well as Products, the Trade Marks must be used in such a way that it is clear that they relate only to the Products. The Licensee shall only use Freeview Logo, the Freeview HD Logo and the Freeview HD Recorder Logo to notify consumers that the IPTV Service can be accessed using Products if the IPTV Service is Free to View (both as a whole and in respect of individual Channels). 3. All Publicity Material which includes a Trade Mark and is issued by or on behalf of the Channel Operator shall comply with the relevant Brand Guidelines applicable to Free to View or pay IPTV Providers, as appropriate. The Licensee must refer to Freeview channels in the manner stipulated in the Brand Guidelines. 4. The Licensee shall supply the Licensor with advance details of marketing activity incorporating a Trade Mark including without limitation all Publicity Material bearing any Trade Mark and shall obtain written approval prior to use of the relevant materials in accordance with the Approvals Procedure. 5. The Licensee shall not apply any charge or fee in relation to the Freeview Services and shall ensure that all Publicity Material adequately and clearly communicates that the Freeview Services are free, that the Freeview Services are provided under the Trade Marks and are not provided by the Licensee, that the Channels do not form part of the Freeview Services, and that the Freeview Services do not form part of any service for which payment is required. 6. The Licensee shall ensure that any cancellation charges relating to IPTV Services received via a Product are reasonable. 7. The Licensee shall not, and shall use its best endeavours to ensure that the Channel Operators do not, state or imply that a Channel is available on the Freeview Service, or that the Channel is available Free to View, or in high definition, when it is not. The Licensee shall ensure that any references to the Trade Marks by the Channel Operators are factual and correct references in an explanatory context to explain the method of delivery of the Channels. All communications from the Licensee regarding the availability of Channels, which also reference the Freeview Service, must be approved by the Licensor under the Approvals Procedure. The Licensee shall procure that all Channel Operators provide it with copies of all communications which are issued by Channel Operators and include a Trade Mark. The Licensee must review all such communications and only approve such communications if they comply with the terms of this Licence. The Licensee shall provide the Licensor with copies of such communications as soon as possible upon the Licensor s request from time to time, and shall procure that the Channel Operator complies with any stipulations of the Licensor requiring amendments of such materials in respect of the use of the Trade Marks. 8. The Licensee shall, and shall procure that its agents shall, class each household in which the IPTV Services are received as a DTT receiving household for the purposes of Office of Communications ( Ofcom ) reports, and shall ensure that this information is communicated to Ofcom as and when required by Ofcom. 9. The Licensee shall, from time to time and in any event on the Licensor s request, provide the Licensor with anonymised data regarding numbers of viewers of the IPTV Service by Channel, relating to the time periods stipulated by the Licensor. Failure to comply with any aspect of these IPTV Provider Rules and/or the Brand Guidelines is a breach of the Trade Mark Licence and may result in the Licensor terminating your Trade Mark Licence and/or taking legal action against you to enforce its rights. September

11 SCHEDULE 5 IPTV Channel Operator Rules The Freeview Trade Marks may be used by Channel Operators solely on the following conditions: 1. The Freeview Trade Marks shall be used only for the purpose of promoting the delivery of the Channel(s) through the IPTV Service which is available via a channel/s on the UK Free to View DTT platform. The Licensee shall ensure that all Publicity Material adequately and clearly communicates that the Channels do not form part of the Freeview Services, and that the Freeview Services do not form part of any service for which payment is required. The Channel Operators shall not state or imply that a Channel is available on the Freeview Service, or that a Channel is available Free to View, or in high definition, when it is not. The Channel Operator shall only be permitted to use the Freeview Logo to notify consumers that a Channel can be accessed via Products if that Channel is Free to View. 2. All Publicity Material which includes a Trade Mark and is issued by or on behalf of the Channel Operator shall comply with all applicable laws, regulations, codes and industry standards, and with the Brand Guidelines applicable to Channel Operators. Channel Operators must refer to Freeview channels in the manner stipulated in the Brand Guidelines. 3. The Channel Operator shall supply the Licensee with advance details of marketing activity incorporating the Trade Marks for each Channel, and with copies of all materials promoting that Channel on which a Freeview Trade Mark appears, and obtain its written approval prior to use of the relevant materials. The Channel Operator shall comply with any stipulations of the Licensor requiring amendments of such materials in respect of the use of the Trade Marks or references to the Freeview Service. 4. For clarity, this licence is intended to allow Channel Operators to advise consumers that the Channel(s) is delivered through the IPTV Service and that the IPTV Service is accessed via a channel on the UK Free to View DTT platform only. It is not a licence for the promotion of products or for the promotion of the Channel itself. The Channel Operator may not include a reference to a particular product brand or model in any publicity material for a Channel which includes a Trade Mark, except where that Channel is a Free to View Channel. In that event, the Licensee shall, on behalf of the Channel Operator, seek the prior written consent of the Licensor in relation to the inclusion of that particular product brand or model, and.the Channel Operator shall only associate the Trade Marks on Publicity Material with products that are HD Products that have been approved by the Licensor under the terms of a licence with the manufacturer of that product. The Licensor acknowledges that the Channel Operator is entitled to assume that a product has been approved by the Licensor if the packaging for that product bears a Trade Mark. However, if it comes to the Channel Operator s attention that the manufacturer of a product is not authorised to use one or more of the Trade Marks that it is using in relation to a product, the Channel Operator shall immediately notify the Licensor and shall immediately cease any further use of the relevant unauthorised Freeview Trade Mark in publicity material relating to that product. 5. The Channel Operator shall, from time to time and in any event on the Licensor s request, provide the Licensor with anonymised data regarding numbers of viewers of the Channel, relating to the time periods stipulated by the Licensor. September

12 SCHEDULE 6 FREEVIEW IPTV Service Provider Trade Mark Licence Channel Addition and Removal Notification Please copy this Schedule and sign and return the completed copy as outlined below. All sections must be completed. Channel name: Name of Channel Operator: Channel Trade Marks (include word marks and logos): Date of addition or removal to the IPTV Service: Signed on behalf of Name: Date: Please return this form to: Emma Jenkins DTV Services Limited 2 nd Floor, 27 Mortimer Street London W1T 3JF Or emma.jenkins@freeview.co.uk 12

13 For completion by DTVS (at its discretion); copy to be returned to the Channel Operator We agree to the addition of the above Channel and Channel Operator to Schedule 2 as a Channel and Channel Operator, or to the removal of the above Channel and Channel Operator from Schedule 2. Signed on behalf of DTV Services Limited Name: Date: 13