TERMS AND CONDITIONS FOR THE LICENCE OF PROGRAMMING FROM STUDIO

General

These Terms and Conditions shall be incorporated by reference into all Purchase Orders issued by KVH Media Group (“KVH”) for the license of Programming.

The relevant Purchase Order together with these Terms and Conditions shall together form the agreement between the Company and KVH and shall be known as the “Agreement.”

Definitions

Closed Circuit” shall mean the delivery, broadcast and/or exhibition of Licensed Content which is intended only for viewing on Vessels in the Territory, and which employs security and content protection no less protective than the industry standard security and content protection used on Vessels for the Licensed Media.

Company” shall mean the legal entity, including any of its owners or affiliates, from which KVH is acquiring a license to Distribute the Licensed Content pursuant to these Terms.

Commencement Date” shall mean the date on which the Licensed Content is delivered or otherwise made available to KVH or its designee unless a later date is set out in the Purchase Order.

Distribution” shall mean (1) the Closed Circuit exhibition on Vessels in the Territory during the Term of Licensed Content and/or; (2) the lease or license of Licensed Content pursuant to which Exhibitors are granted a license to such Closed Circuit exhibitions.

Exhibitors” shall mean Vessels granted the right to engage in Closed Circuit exhibition of the Licensed Content in the Territory pursuant to this Agreement.

Licensed Content” shall mean the Programming that is either specifically set out in the Purchase Order or is otherwise provided by Company or its designee to KVH for Distribution by KVH.

KVH Media Group” or “KVH” shall mean either KVH Media Group International Ltd. (UK) or KVH Media Group, Inc. (USA) as stated on the Purchase Order, or its affiliates or designees.

License Fee” shall mean the amount set out in the Purchase Order for payment by KVH to the Company in respect of the License set out at Clause 3.1.

Licensed Media” shall mean all forms, formats and media whether now known or hereinafter invented, including without limitation physical and digital mediums, formats and transmissions, unless otherwise restricted in the Purchase Order.

Programming” shall mean audio, visual or text programming or media, or multi-media programming or material including but not limited to motion pictures and television.

Purchase Order” shall mean the purchase order provided by KVH to the Company in respect of the Licensed Content.

Territory” shall mean anywhere in the world or all geographical areas in which Company possess territorial rights in the Licensed Content and Licensed Media for Vessels unless otherwise specified in the Purchase Order.

Term” shall mean a period of three (3) years starting on the Commencement Date, unless otherwise specified in the Purchase Order.

Vessels” shall mean all waterway, ocean or sea-bound ships, platforms, and modes of transportation including but not limited to merchant marine, offshore drilling platforms, pleasure vessels, and charter vessels in the maritime industry, but excluding passenger cruise ships and US and Canadian military ships, unless otherwise specified in the Purchase Order.

Licence

In consideration of the License Fee, the Company hereby grants to KVH the right to engage in Distribution of the Licensed Content to Vessels via the Licensed Media throughout the Territory during the Term (“License”).

Unless otherwise set out in the Purchase Order, the License will include the right to convert the Licensed Content into any form of Licensed Media, the right to create subtitles; and the right to deliver the Licensed Content to multiple locations for storage and later retrieval or for immediate viewing.

The Company grants this License on an exclusive basis with respect to Vessels in the Territory during the Term, unless otherwise stated in the Purchase Order. The Company agrees that it shall not License any Programming (including without limitation the Licensed Content) to any other distributor of Programming to Vessels without the prior written consent of KVH.

Purchase Orders

KVH Media Group shall issue Purchase Orders to the Company specifying the Licensed Content.

If the Licensed Content is not available for the duration of the Term, KVH Media Group shall be entitled to cancel the Purchase Order with respect to such Licensed Content and Company shall issue a refund equal to the License Fee with respect to such Licensed Content.

Licence Fee

The License Fee is full and inclusive payment for the License and no additional fee shall be due or payable by KVH in respect of the License.

The License Fee shall be payable forty five (45) days after receipt of a valid invoice from the Company.

Delivery

The Company shall deliver or otherwise make the Licensed Content available to KVH or its designees in the Licensed Media, as requested by KVH.

The Company shall provide, at KVH’s expense, one (1) available copy of the Licensed Content in the Licensed Media, as reasonably specified by KVH, of a technical quality in accordance with commercial exploitation of the Licensed Content to KVH or its designees by the date stated in the Purchase Order.

Representations and Warranties

Both parties represent and warrant that they have the power and authority to enter into this Agreement.

The Company represents and warrants that:

(a) it has the right to grant the rights expressed to be granted and has obtained all necessary consents and rights in the Licensed Content to allow KVH to exercise the rights granted to it under this Agreement;

(b) on delivery of the Licensed Content to KVH, there will be no claims, liens or encumbrances of any nature affecting the Licensed Content or any part or parts of the Licensed Content; and

(c) nothing contained in the Licensed Content will infringe upon any copyright, trade mark or any other intellectual property or other rights whatsoever of any third party.

The Company shall indemnify and hold harmless KVH, its parent and subsidiary and affiliated companies and their respective officers, agents, director and employees from all any and all losses, claims, liabilities damages, costs and expenses (including reasonable legal fees) incurred by reason of: (a) KVH’s exercise of the Licence or any distribution or exhibition of the Licensed Content or (b) the Company’s breach of any of these Terms and Conditions whatsoever.

Miscellaneous

A variation of these Terms and Conditions and/or a Purchase Order shall only be valid if it is in writing and signed by or on behalf of each of the parties.

If any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair:

(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of these Terms and Conditions.

These Terms and Conditions and any Purchase Order entered into pursuant to this Agreement constitute the entire agreement between the Company and KVH in relation to the Licensed Content and supersedes any previous agreement or arrangement between the parties relating to the subject matter of this Agreement. In case of conflict between these Terms and Conditions and the Purchase Order, these Terms and Conditions shall take precedence, except with respect to those terms that are identified in these Terms and Conditions as potentially subject to modification by a Purchase Order.

The parties agree that they have not entered into this Agreement in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) except as expressly set out in this Agreement. Nothing in this clause, however, shall exclude any liability on the part of either party for fraud or fraudulent misrepresentation.

No person who is not a party to this Agreement shall have any right to enforce this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law with respect to KVH Media Group International Ltd. (UK) and California law with respect to KVH Media Group, Inc. (USA).

Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England with respect to KVH Media Group International Ltd. (UK) and the courts of California with respect to KVH Media Group, Inc. (USA) in relation to any claim or matter arising out of or in connection with this Agreement (including non-contractual disputes or claims).

Save to the extent granted or assigned under the Agreement, the Company shall be the owner of all intellectual property rights in and to the Licensed Content.

Any notices to be served on either party by the other shall be in writing and sent by pre-paid or registered post to the address of the other party as set out in the Purchase Order or such other address as is notified in writing by that party from time to time. Such notice shall be deemed to have been received by the addressee within 72 (seventy two) hours of posting where sent to the correct address of the addressee and where applicable evidence of posting is retained.