This Reference Interconnect Offer ("RIO"), inter alia, provides broad technical and commercial terms and conditions offered by ESPN Software India Pvt. Ltd. (hereinafter referred to as "the Company") for interconnection for direct to home platform as set out hereafter. Party applying for interconnection shall be hereinafter referred to as "DTH Operator".
The terms and conditions are as under:
A. A-la-carte and Bouquet Rates for basic packages (widely distributed packages providing ESPN, STAR Sports and STAR Cricket Channels reach in excess of 50% of total platform subscribers) DTH Platform#
A-la-carte#
| Channel/Service | Price (INR) Per Set Top Box Per Month* |
ESPN | 14.89 |
STAR Sports | 14.89 |
STAR Cricket | 12.58 |
Bouquet Rates for DTH Platform#
| Bouquet | Price (INR) Per Set Top Box Per Month* |
ESPN & STAR Sports Bouquet | 19.85 |
* The rates above are stipulated at 42% of the Non CAS rates in compliance with the interim order of the Hon'ble Supreme court dated 18th April 2011 passed in Civil Appeal No. 2847-2854 of 2011 and would be subject to revision depending upon the order as may be finally passed.
#Company reserves its right, subject to applicable regulations of Telecom Regulatory Authority of India ("TRAI"), to revise the Price per Set Top Box per month mentioned herein above. Upon such revision, DTH Operator agrees and unconditionally undertakes to pay the revised Subscription Fee pro rata from the effective date of such revision.
B. Add on Packages
In furtherance to the specific requirement from the TRAI pursuant to the interim order dated 18th April, 2011 of the Hon'ble Supreme Court in Civil Appeal No. 2847-2854 of 2011, but without prejudice to our rights and contentions and our view that the said order does not pertain to add-on packages, the add-on packages shall be available for subscription at 42% of the Non CAS rates.
C. New Channels
I. ESPN HD AND STAR Cricket HD channels –
The Company has launched two new high definition ("HD") television channels providing HD feed of sports related content subject to and in accordance with the relevant permissions from and any terms prescribed by, the Ministry of Information and Broadcasting. The Company has launched the channels, namely, 'ESPN HD' and 'STAR Cricket HD', on 19th July, 2011 and the said channels are available for subscription from such date.
There are substantial fixed costs associated with the launch and maintenance of an HD channel on a continuous basis, including but not limited to, enhancement of the existent technical systems and establishment costs. Keeping in view the foregoing and the premium quality of the service along with other relevant factors, the Company proposes the following slabs for subscription to ESPN HD and STAR Cricket HD channels from 19th July, 2011 -
A-la-carte#
| Channel/Service | Price (INR) Per Set Top Box Per Month* |
ESPN HD | 141.80 |
STAR Cricket HD | 119.90 |
Bouquet Rates for DTH Platform#
| Bouquet | Price (INR) Per Set Top Box Per Month* |
ESPN HD & STAR Cricket HD Bouquet | 183.20 |
Discount Slabs#
| ESPN HD and STAR Cricket subscribers as % of total platform subs | % Discount on full price | ESPN HD Price (INR) per set top box per month | STAR Cricket Price (INR) per set top box per month | Bouquet Price (INR) per set top box per month |
76% and above | 40% | 83 | 72 | 110 |
| 51-75% | 20% | 113 | 96 | 147 |
| less than 50% | Nil | 142 | 120 | 183 |
#Company reserves its right to revise the Price per Set Top Box per month mentioned herein above. Upon such revision, DTH Operator agrees and unconditionally undertakes to pay the revised subscription fee pro rata from the effective date of such revision.
II. ESPNEWS channel –
The Company has launched on 19th July, 2011 the 'ESPNEWS' channel, a channel dedicated to sports related news programming, subject to and in accordance with the relevant permission from and any terms prescribed by, the Ministry of Information and Broadcasting, and the said channel is available for subscription from such date on a-la-carte basis, at the following rate –
A-la-carte#
| Channel/Service | Price (INR) Per Set Top Box Per Month* |
ESPNEWS | 3.82 |
* The above rate is stipulated at 42% of the Non CAS rates in compliance with the interim order of the Hon'ble Supreme Court dated 18th April 2011 passed in Civil Appeal No. 2847-2854 of 2011 and would be subject to revision depending upon the order as may be finally passed.
#Company reserves its right, subject to applicable regulations of Telecom Regulatory Authority of India ("TRAI"), to revise the Price per Set Top Box per month mentioned herein above. Upon such revision, DTH Operator agrees and unconditionally undertakes to pay the revised price pro rata from the effective date of such revision.
D. License Fee
For each month or part thereof during the Term of the agreement, the DTH operator shall pay to the Company, the Monthly Licence Fee which shall be the Rate multiplied by the Monthly Average Subscriber Level.
The a-la-carte and bouquet "Rate" per Subscriber is set out in Articles A and C above. The rates mentioned above are exclusive of all taxes and levies.
The "Monthly Average Subscriber Level" is equal to the sum of the number of subscribers on the first and last day of the month in question divided by two.
For the purpose of calculation of the Monthly License Fee payable to the Company, "Subscriber" means, for any calendar month, each Set Top Box, which is availing the Channel(s) of the Company through the DTH operator.
E. Payment and Other Terms
I. In case a DTH operator avails one or more Bouquet(s) of the Company:
(a) If the DTH operator is providing the Bouquet(s) as a whole to its DTH subscribers, the Monthly License Fee for such Bouquet(s) shall be equal to the Bouquet rate as set out hereinabove multiplied by the number of monthly average number of subscribers availing the Bouquet(s).
(b) if the DTH operator does not offer such opted bouquet(s) as a whole to its direct to home subscriber but offers only certain channels comprised in such bouquet or packages the channels comprised in such opted bouquet in a manner resulting in different subscriber base for different channels comprised in such opted bouquet, then the payment to the Company for such entire opted bouquet by the DTH operator, shall be calculated on the basis of subscriber base for the channel which has highest subscriber base amongst the channels comprised in the bouquet.
II. In case a DTH operator avails one or more or all channels of the Company on ala carte rate basis:
(a) If the DTH operator is providing the channels on ala carte basis to its DTH subscribers, the Monthly License Fee for such ala carte channels shall be equal to the ala carte rate as set out hereinabove multiplied by the number of monthly average number of subscribers availing the channels on ala carte basis.
b) if the DTH operator does not offer such opted ala carte channel(s) as ala carte to its direct to home subscriber but offers the ala carte channel (s) in packages, then the payment to the Company for each of the ala carte channels, shall be calculated on the basis of subscriber base of the package in which such opted ala carte channel has been placed.
III. In case a DTH operator avails one or more channels on ala carte rate basis and also opts for different Bouquet(s) not comprising of channels opted on ala carte basis of the Company:
(a) For bouquet(s), the monthly license fee shall be calculated on the basis of sub clause I above.
(b) For ala carte channels, the monthly license fee shall be calculated on the basis of sub clause II above.
Payment of the License Fee shall be subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act, 1961, as amended from time to time.
F. Payment of Licence Fee
I. The Monthly Licence Fee shall be paid monthly in arrears within fifteen (15) days of receipt of invoice raised on the basis of report of the DTH operator by the Company without any deduction except deduction of withholding tax/TDS as provided in this RIO.
II. Within seven days of end of each month, the DTH operator shall provide opening, closing and average number of subscribers for that month, based on which Company shall raise an invoice on the DTH operator. In case the DTH operator fails to send the report within the said period of seven days, Company shall have the right to raise a provisional invoice and the DTH operator shall be under obligation to pay the license fee on the basis of such provisional invoice in accordance with the terms of this clause. However the provisional invoice shall be for an amount not more than the monthly license fee payable by the DTH operator for the immediately preceding month. On receipt of the report from the DTH operator, the parties would conduct reconciliation between the provisional invoice raised by the Company and the report sent by the DTH operator.
III. The DTH operator shall be required to make payments by the Due Date in accordance with the terms hereof, and any failure to do so on the part of the DTH operator shall constitute a material breach hereunder. Late payments shall also attract interest calculated from the date payment was due until the date payment is made in full at a pro rata monthly rate of 1.5 %. The imposition and collection of interest on late payments does not constitute a waiver of the DTH operator's obligation to pay the License Fee by the Due Date, and Company shall retain all of its other rights and remedies under the Agreement.
IV. All Licence Fee payments hereunder are exclusive of all applicable indirect taxes including all and any service taxes, VAT, works contract taxes, customs duties, excise duties, entertainment taxes and other such taxes. All such taxes shall be at DTH operator's cost and will be charged at the prevailing rates by the Company to the DTH operator.
V. If payment of the Licence Fee is subject to deduction of any withholding tax/TDS in accordance with the provisions of the Indian Income Tax Act 1961, as amended from time to time, the DTH operator shall provide tax withholding certificates to Company within such period as has been specified in the Income Tax Act/ Rules/ Notifications/ Circulars issued thereunder.
1. This offer does not apply for sale:
(a) to following categories of commercial subscribers namely:
(i) hotels with rating of three star and above;
(ii) heritage hotels (as described in the guidelines for classification of hotels issued by Department of Tourism, Government of India);
(iii) any other hotel, motel, inn, and such other commercial establishment providing board and lodging and having fifty or more rooms; and
(b) in respect of programmes, shown on the occasion of a special event for common viewing, at any place registered under the Entertainment Tax Law and to which access is allowed on payment basis for a minimum of fifty persons.
2. DTH Operator shall pay to the Company the Subscription Fee at the rates mentioned herein above based on the number of Set Top Boxes where the Service are distributed by DTH Operator under the agreement.
3. The Subscription Fee shall be payable in full by DTH Operator to the Company irrespective of the basis of payment by the Subscribers to DTH Operator.
4. The current Subscription Fee Plan is as under:
'DTH operators shall sell the Service to its subscribers for a minimum period of three (3) months'.
5. DTH Operator shall be liable to pay to the Company all amounts due and payable irrespective of whether the ESS Subscribers have actually paid such amounts to him or whether any such ESS Subscribers are active or have been deactivated by DTH Operator.
6. All payments from DTH Operator to the Company under the agreement shall be paid by Demand Draft or banker's cheque in favour of 'ESPN Software India Private Limited', payable at its head office or any other place that may be specified by the Company from time to time.
7. Any discounts or similar offerings made by DTH Operator to its Subscribers in respect of the Services shall be at the sole cost and expense of DTH Operator. It is clarified that DTH Operator's obligations to pay the Subscription Fee to the Company shall be in accordance with the Subscription Fee Plan specified by the Company.
8. Company’s representatives shall have the right, not more than twice in a calendar year, to review and / or audit the subscriber management system, conditional access system, other related systems and records of subscriber management system of the DTH operator relating to the channel(s) provided by the broadcaster for the purpose of verifying the amounts properly payable to Company, the information contained in Subscriber Reports and full compliance with the terms and conditions hereof. If such review and or audit reveals that additional fees are payable to Company, the DTH operator shall immediately pay such fees, as increased along with a late payment interest rate of 18% per annum. If any fees due for any period exceed the fees reported by the DTH operator to be due for such period by two (2) percent or more, DTH operator shall pay all of Company’s costs incurred in connection with such review and / or audit, including taking all necessary actions to avoid such errors in the future.
The DTH operator shall remain the sole owner and holder of all customer databases compiled by the DTH operator under the Agreement.
DTH operator will maintain at its own expense a subscriber management system (“SMS”) capable of, at a minimum:
(i) maintaining a computerised customer database capable of recording adequate details of each Subscriber, including name, address, chosen method of payment and billing;
(ii) administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an infrastructure whereby Subscriber contracts are collected and recorded in the SMS database for ongoing administration;
(iii) handling all ongoing administrative functions in relation to Subscribers, including, without limitation, billing and collection of subscription payments, credit control, sales enquiries and handling of complaints;
(iv) administering payments of any commission fees from time to time payable to the DTH operator’s authorised agents for the sale to Subscribers of programming packages;
(v) obtaining and distributing receivers and smartcards, if applicable, to Subscribers, and issue replacement smartcards from time to time in its discretion; and
(vi) enable new Subscribers via the SMS over-the-air addressing system and disable defaulting Subscribers from time to time in its discretion.
9. DTH Operators shall pay the following promptly to the Company on the due dates, on the basis of invoices raised by the Company on the basis of subscriber report provided by DTH Operator to the Company, without any deduction or set-off:
(i) The Subscription Fees and, or, all revisions or modifications thereof agreed between the parties in writing, due and payable to the Company within the time stipulated under the terms of the agreement;
(ii) Any other sum payable by DTH Operators to the Company under the agreement;
(iii) Any other payments statutorily required to be made by DTH Operators to the Company; and
(iv) Interest @ 1.5% per month on all delayed payments (this payment shall be without prejudice to any other rights of the Company under the agreement and in law including, without limitation recovery of the IRD, deactivation of the Services, termination of the agreement and the like).
10. Subject to the terms and conditions contained herein, the DTH Operator shall provide access to the content/ channels of the Company on a non-discriminatory basis.
G. Security and Anti-piracy Requirements
All Channels of the Company must be delivered by DTH operator to subscribers in a securely encrypted manner and without any alteration. The uplink specifications, satellite capacity and infrastructure allocated by DTH operator in respect of signals of Company's Channels by DTH operator to its subscribers shall be no worse than that of the broadcast signal of any other channel within the same genre on its DTH platform.
H. Anti-Piracy
I. 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 DTH operator 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 hereunder or in writing, from time to time, by the Company.
II. To ensure the DTH operator's ongoing compliance with the security requirements set out in the Agreement, Company may require technical audits ("Technical Audit(s)") conducted by an independent security technology auditor ("Technical Auditor"), approved by the Company in writing no more than twice per year during the Term, at Company's cost and expense. If the results of any Technical Audit are not found to be satisfactory by either the DTH operator or Company, then Company shall work with the DTH Operator in resolving this issue in the next fourteen (14) business days. If a solution is not reached at by then, Company may, in its sole discretion, suspend the DTH operator's right to distribute the Channels or take other actions as provided under the Agreement, until such systems, procedures and security measures have been corrected to Company's satisfaction. DTH operator 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 DTH operator to Company's satisfaction.
III. DTH operator shall deploy finger printing mechanisms to detect any piracy, violation of copyright and unauthorized viewing of the Channels, distributed / transmitted through its Platform at least every 10 minutes on 24 x 7 x 365(6) basis.
IV. DTH operator shall not authorize, cause or suffer any portion of any of the Channels to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for distribution by DTH operator at the time the Channels are made available. If DTH operator becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Channels for any other purpose, DTH operator shall within ten minutes of so becoming aware of such recording, duplicating, cablecasting, exhibiting or otherwise using any or all of the Channels for any other purpose, notify the Company and the DTH operator shall also switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with Personal Video Recorder/ Digital Video Recorder facility which has been supplied by the DTH operator shall not be treated as unauthorized use, as long as such Set Top Box is used in accordance with the terms and conditions of the subscription agreement between the DTH operator and the subscriber.
V. If so instructed by Information (as defined below) by the Company, the DTH operator 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 the Company. Any communication under this clause 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 the Company representatives through other means of communications such as telephonic message, fax etc. and the said "information" shall later be confirmed by the Company through e mail and the DTH operator shall be under obligation to act upon such information.
1. DTH Operator undertakes that the Services shall be distributed through an Addressable System only and shall ensure that:
(i) The Finger Printings (FP), both covert & overt and on-screen-display messages ('OSD') of the Company should be displayed by DTH Operator without any tampering with regard to time, location, duration, colour and frequency;
(ii) Finger Printings (both covert and overt) shall be provided by DTH Operator at the scheduled time, location (by x-y coordinates), duration, colour and on demand specified by the Company and with a notice (either verbal or in writing) of thirty (30) minutes from the Company to DTH Operator. It should be possible to programme the STB / CPE to display its FP through OSD messaging;
(iii) Covert FP would be made available every 30 seconds;
(iv) Overt FPs are displayed at least 5 times every hour between 9.00 AM – 11.00 PM and during the period of major events on the Channels / Services;
(v) The background box and font of the Overt FPs should be programmable in 10 different colours including "transparent" option;
(vi) All STBs / CPEs/ VCs should support FPs, both overt and covert types as well as the OSD feature. OSD (minimum of 150 characters message) should be programmable on a specific duration / continuous basis. The overt FP, and OSD should not be removable by any remote control / STB / CPE button operation;
(vii) FPs and OSDs to be programmable on global, group, and individual STB/ CPE basis;
(viii) All STBs / CPEs shall support both overt & covert Finger Printing as well as OSD messaging. They should have no ports / interface through which software / middleware can be upgraded / downgraded / modified;
(ix) If Common Interface ('CI') STB / CPE is used in the addressable system, then the combination of the CAM and STB / CPE should support all the security and anti-piracy requirements mentioned in this RIO;
(x) The STB / CPE and the smart card should be paired at all times;
(xi) The CA / SMS / STB / CPE should be compliant with applicable BIS standards;
(xii) Remote access (e.g. through dial up or otherwise) to Addressable System (information related to ESS Subscribers) of the DTH Operator shall be provided to the Company in order to permit the Company to verify the Subscriber numbers;
(xiii) No change in the Channel numbering Plan will be made without prior written notice to the Company;
(xiv) It shall provide the Company with 10 STBs / CPEs for which Company shall pay applicable charges, authorised for every channel/ bouquet / package distributed by the DTH Operator, for anti-piracy monitoring;
(xv) On request of the Company, it shall make available to the Company, reports containing channel wise history of all the authorizations/ de-authorizations of all the STBs / CPEs/ VCs/ Smart Cards for the last two years from the CA and SMS logs / databases. These reports should be authenticated by the conditional access (CA) system provider;
(xvi) That overt Finger Printing shall have highest 'priority' amongst any other on-screen-displays generated by the STB / CPE;
(xvii) It shall not resort to and, or, use any method technology, software now known or hereinafter devised to subvert the Addressable System to the detriment of the interests of the Company;
(xviii) If security of CA is breached, or if the Services are viewed through an STB without FP or OSD, the Company reserves the right to discontinue its Services to DTH Operator, subject to applicable TRAI regulations.
2. DTH Operator undertakes to take all appropriate and necessary steps and measures to prevent piracy or any other violation of intellectual property rights in the Service, directly or indirectly. DTH Operator further undertakes that:
(a) It shall ensure that no duplicate feed of the Services are provided; and
(b) It shall not indulge into Channel Disguise (as an example showing the Services under the name or heading of any other channel distributed by the DTH Operator with the view to under declare the total number of ESS Subscribers under the agreement).
3. In the event DTH Operator is unable to disconnect an STB / CPE involved in piracy/ signal theft of the Service within 12 hours of receiving the information from the Company, as mentioned in clause G (V) hereinabove as mention in the above clause, Company shall be entitled to discontinue the Service(s) in accordance with TRAI's applicable regulation.
4. The Company and its representatives shall be entitled to visit all offices, head ends, control room and other locations (of DTH Operator and, or, any of its sub operator) for any inspection, verification or other purposes mentioned hereinabove.
5. DTH Operator shall, subject to the provisions hereof, ensure that the Services is provided to and received only through Addressable System:
(a) By such ESS Subscribers who have paid the full applicable Subscription Fees in respect thereof and no ESS Subscriber who is in default of payment of Subscription Fees is permitted to or is capable of viewing the Services; and
(b) To such ESS Subscriber's whose name, complete address, CPE and, or, smart card number (other details of STB / CPE) have been disclosed to the Company.
6. DTH Operator shall ensure that:
(a) Its CA and SMS systems should be able to handle individual Channels, packages, tiers, discounts, free offers, promotional offers etc. and
(b) The CAS and SMS must have the capability or recording activation/deactivation history in the system for at least the preceding 2 years.
(c) DTH Operator will ensure permanent presence of its logo on all the Channels that are being received and redistributed through its platform for timely detection of the source of piracy in cable networks i.e. cable operator that are unauthorisedly downloading and redistributing the Channels in their network, using DTH Operator's platform.
7. The DTH Operator shall not:
(i) Transfer, alienate or part with possession of the IRD and or viewing card to and in favour of any third party without prior written permission of the Company; and
(ii) Change, remove or shift the IRD and or viewing card from its authorised location i.e. the one recorded in the agreement without prior written approval of the Company;
(iii) In the event the IRD and or viewing card is/are transferred to any other location in contravention to the terms of the agreement, the agreement will be deemed to be terminated without prejudice to any other rights of the Company.
8. DTH Operator shall keep and maintain up-to-date proper, true, fair and correct conditional access log, subscriber management system data, duly executed agreements, forms & contracts with the Subscribers, receipt books regarding payments from the Subscribers, books of accounts and records reflecting all transactions relating to the Services and authorizations of STB / CPE, in particular:
(a) Name, complete address, billing and payment details of all Subscribers.
9. DTH Operator shall have such subscriber management system (SMS) / billing system software & facilities in its system to ensure flexible in adapting and implementing any new schemes/ billing options/ payments modes/ plans etc. of the Company.
10. For the Technical audits mentioned in clause G (II) herein above, DTH Operator shall make available all the above data, records, systems information and details for inspection and audit by the Company or representatives, auditors designated by the Company on reasonable notice to DTH Operator, during normal business hours during the term of the Agreement and for one year after its termination. Provided further that neither the Company's acceptance of any such information or payment, nor the Company's inspection or audit of Affiliate's records or accounts shall prevent the Company from later disputing the accuracy or completeness of any payment made or information supplied. The Company and its representatives shall be entitled to visit all offices, head ends, control room and other locations (of DTH Operator and, or, any of its sub operator) for any such inspection and audit. DTH Operator undertakes to provide and cause to provide access all offices, head ends, control room and other locations (of DTH Operator and, or, any of its sub operator) for any such inspection and audit by the Company or its representatives.
11. DTH Operator shall, at the request of the Company, send a report in respect of systems, measures and compliances with above clauses, in accordance with the format and medium, electronic and hard copy, as may be specified by the Company from time to time. Such report shall be authenticated by the agencies / vendors providing conditional access (CA) software and Subscriber Management / Billing system software.
12. It is agreed that neither the Company's acceptance of any such information or payment, nor the Company's inspection or audit of Affiliate's records or accounts shall prevent the Company from later disputing the accuracy or completeness of the same. Provided that the Company submits reasons for disputing the same.
I. Reports
I. DTH operator will maintain at its own expense a subscriber management system ("SMS") which should be fully integrated with the CAS (Conditional Access System).
II. DTH operator shall provide to the Company complete and accurate opening and closing subscriber monthly reports for the Company's Channels and the tier and/or package containing Company's Channels within seven (7) days from the end of each month in the format provided by the Company.
III. Such 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 Company's Channel and each package in which a Company's Channel is included) and the Licence Fees payable to the Company and shall be signed and attested by an officer of the DTH operator of a rank not less than Head of Department/Chief Financial Officer who shall certify that all information in the Report is true and correct.
J. Term
As mutually agreed between Company and the DTH operator subject to a minimum of one (1) year from the date of signing of the Agreement unless terminated earlier in accordance with the Agreement.
The Term of the Agreement may be extended on terms and conditions to be mutually agreed and recorded in writing between the parties.
K. Termination of Agreement
Either Party has a right to terminate this Agreement by a written notice, subject to applicable Law, to the other in the event of:
1. material breach of this Agreement by the other Party which has not been cured within thirty (30) days of being required in writing to do so;
2. the bankruptcy, insolvency or appointment of receiver over the assets of the other Party;
3. The DTH licence or any other material licence necessary for DTH operator to operate its DTH service being revoked at anytime other than due to the fault of DTH Operator.
Company shall have the right to terminate this Agreement by a written notice to DTH operator if
(i) DTH operator 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 (ii) Company discontinues the Channels with respect to all distributors in the Territory and provides DTH operator with at least ninety (90) days prior written notice.
DTH operator shall have the right to terminate this Agreement on written notice to the Company if DTH operator discontinues its DTH business and provides at least ninety (90) days prior written notice.
L. Jurisdiction
The Governing Law shall be the Indian Law and TDSAT, shall have exclusive jurisdiction in respect of any dispute between the parties, arising out of /in connection with or as a result of the Agreement.In terms of and subject to regulation 13.2A.5 of the Telecommunication (Broadcasting and Cable Services) Interconnection Regulation, 2004, as amended from time to time, the above terms and conditions may be modified, at any time, by the Company
