REFERENCE INTERCONNECT OFFER (“RIO”)

This RIO is issued and published by Independent News Service Private Limited (“ Broadcaster”/ “India TV) under authorization, pursuant to Regulation 7 of The Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations 2017 dated March 03, 2017, as amended ("Interconnection Regulations"), The Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff Order, 2017, (“Tariff Order”) (as may be amended from time to time) and The Telecommunication (Broadcasting And Cable) Services Standards Of Quality Of Service And Consumer Protection (Addressable Systems) Regulations, 2017 as amended (“ QoS”) ( Interconnection Regulations, Tariff Order and QoS are collectively referred to as “2017 Regulations”) read with The Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Second Amendment) Order, 2020, The Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) (Second Amendment) Regulations, 2020, dated January 1, 2020 (collectively referred to as “ 2020 Amendment Regulations”) and The Telecommunication (Broadcasting And Cable) Services Interconnection (Addressable Systems) (Fourth Amendment) Regulations, 2022 dated November 22, 2022 and The Telecommunication (Broadcasting And Cable) Services (Eighth) (Addressable Systems) Tariff (Third Amendment) Order, 2022 dated November 22, 2022 (collectively referred to as “2022 Amendment Regulations”). In accordance with the Telecom Regulatory Authority of India (“TRAI”) Press Release dated November 22, 2022, the 2017 Regulations read with 2020 Amendment Regulations and 2022 Amendment Regulations and the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) (Fifth Amendment) Regulations, 2023, dated September 14, 2023 (“2023 Amendment Regulations”). This RIO shall be effective from the day of June, 2024.

This RIO is hoisted on Broadcaster’s website.

The terms mentioned in this RIO constitute all the necessary technical and commercial terms and conditions as stipulated in Regulation 7(6) of Chapter III of the Interconnection Regulations applicable to Operators retransmitting digital signals of the Broadcaster’s available Channels to Subscribers in terms of the regulations. As per Regulation 10 (5) and (6) of Chapter IV of the Interconnection Regulations, those distribution platform operators desirous of obtaining signals of Broadcaster’s Channels shall make a written request vide an “APPLICATION FORM FOR REQUEST OF SIGNALS” which is available on Broadcaster ’s website under the link www.indiatvnews.com The Operator shall along with the Service Form 1, also submit all relevant information, documentary evidence / technical compliance report as required therein showing that the Operator’s addressable systems to be used for distribution of Broadcaster’s available Channels meet the requirements specified in the Schedule III and Schedule IX of the Interconnection Regulations. On receipt of the request from the Operator in the manner set out hereinabove along with required information and mandatory documents, the Broadcaster and Operator will enter into the Interconnection Agreement attached hereto containing all the terms and conditions on an “as-is” basis and without the Operator making any unilateral changes/modifications. In the event Broadcaster is in receipt of an Interconnection Agreement signed and sent by the Operator with their unilateral changes, such Interconnection Agreement shall be deemed void ab -initio and non-binding. It is hereby clarified that in order to be eligible to execute this RIO and avail the signals of Broadcaster’s available Channels, the Operator shall not be in default of payment to the Broadcaster in terms of the second proviso of regulation 3(2) of the Interconnection Regulations. Accordingly, the Operator shall not have any outstanding amounts due and payable to the Broadcaster in terms of the existing agreement(s) as on the date of execution of this RIO, unless the Broadcaster at its sole discretion grants additional time to the Operator to remit the outstanding amount on just and equitable grounds. It is further clarified that the execution of the Interconnection Agreement by Broadcaster shall not amount to any waiver by Broadcaster of its rights available under Applicable Laws and/or erstwhile Interconnection Agreement/s (defined hereunder) to claim any outstanding Monthly Subscription Fee/and any total annual or erstwhile outstanding or any demand, etc. due and payable to Broadcaster, as per the terms of this Agreement and prevailing laws.

In the event the Operator opts for downloading the Interconnection Agreement from the website of Broadcaster and signs the said downloaded Interconnection Agreement, it shall be mandatory for the Operator to send it to Broadcaster within seven (7) days of signing and such an Interconnection Agreement shall be binding only after it is counter-signed by Broadcaster. It is further clarified that any signed Interconnection Agreement from the Operator shall not be legally binding (i) if the Interconnection Agreement sent by the Operator has any unilateral changes and/or (ii) if the said Interconnection Agreement is received after a new version of RIO/Interconnection Agreement is uploaded by Broadcaster on its website. In the event Broadcaster modifies and uploads a revised RIO/Interconnection Agreement on its website, any unexecuted Interconnection Agreement shall be null and void.

In the event there is any change in the Applicable Laws, the Broadcaster reserves the right to revise/modify/alter the terms of this RIO and the Interconnection Agreement and a fresh Interconnection Agreement covering all such revisions/ modifications/ alterations shall be executed between the Parties. In such an event, this RIO and / or the existing agreement shall automatically be null and void.

It is further clarified that in order to be eligible to execute the Interconnection Agreement, the Operator must be compliant with all Applicable Laws, including the regulations of TRAI, The Cable Television Networks (Regulation) Act, 1995 And Cable Television Networks (Regulation) Rules 1994, as amended from time to time for Direct-To-Home (“DTH”) Broadcasting Services, Headend-in-the-Sky (“HITS”) Broadcasting Service .

This RIO read along with the Interconnection Agreement attached hereto is being published by the Broadcaster for its available Channels and also for available Channels of its group companies (if any) under authorization from the respective Broadcaster, in accordance with Regulation 7(2) in Chapter III of the Interconnection Regulations. Upon signature of the Operator and counter signature by the Broadcaster, the Interconnection Agreement shall become binding on the Parties and enforceable in law. Both the RIO and the Interconnection Agreement are to be read together and the Interconnection Agreement attached herewith forms an integral part of this RIO.

By executing this RIO, the Operator declares and undertakes that-

The Operator is compliant with the Applicable Laws and holds the necessary licenses/permissions for re- broadcasting/re-transmitting the signals of the Broadcaster’s available Channels;
The Operator is financially solvent and capable of discharging its payment obligations under this RIO;
The Operator has not been convicted of any offence by any competent court;
The Operator has furnished all relevant documents/information along with the signed copy of this RIO and shall furnish such further documents/information as and when required by the Broadcaster, at its sole discretion.

Broadcaster has designated the following authorized representatives to receive the request for execution of Interconnection Agreement, from the Operators viz., multi-system operators (“MSO”), DTH Operators and HITS Operators and also to address their grievance redressal pertaining to this RIO/Interconnection Agreement.

Designated official For DPOs:

Sr.

No.

Name of the Designated

official

Contact no.

Email id

Name of the State/Territory for which the official is designated

Mr. Krishna Kumar Dutt

9811084841

krishandutta@indiatvn ews.com

PAN INDIA

*Execution of this RIO and provision of signals under this RIO shall not amount to a waiver by the Broadcaster of its right to claim all outstanding Subscription Fees under the erstwhile agreement(s) and Broadcaster shall be within its rights to claim the same including termination of this RIO, as per Applicable Law, for non-clearance of all outstanding dues under the erstwhile agreement(s).

Agreement Number :

RIO Version Number : India TV-RIO NTO 3.0

Operator Code :

INTERCONNECTION AGREEMENT

This Interconnection Agreement (“Agreement”) is executed (on the date herein below mentioned) by and between:

by and between:

INDEPENDENT NEWS SERVICE PRIVATE LIMITED, a company incorporated under the provisions of the Indian Companies Act, 1956/2013 (as applicable) having Corporate Identification Number (CIN): U99999DL1997PTC087635 and having its registered office at B-39, Okhla Industrial Area Phase - I, New Delhi - 110 020 and corporate office at India TV Broadcast Centre, B-30, Sector - 85, Noida 201 305 (hereinafter referred to as “India TV”/”Broadcaster” which expression unless repugnant to the context or meaning thereof, shall mean and include its successors and permitted assigns) of the ONE PART,

And

, having its registered office as specified in SCHEDULE C hereinafter referred to as “Operator”, which expression, unless repugnant to the meaning or context thereof, shall be deemed to mean and include its successors and permitted assigns).

Legal Status of Operator: Company Partnership Firm Proprietorship Firm Individual HUF LLP AOP Trust

The Broadcaster and the Operator shall singularly be referred to as a “ Party” and collectively as the “Parties”.

RECITAL:
1. The Broadcaster is, inter-alia, engaged in the business of broadcasting and distribution of satellite-based Channel(s)/service(s) and has exclusive right to market and distribute the Channel(s)/service(s) to various Subscribers and users of the Channel(s)/service(s) in India.
2. The Operator is in the business of re-transmitting the signals of television Channels on its distribution Platform (as defined herein) and is desirous of re-transmitting the signals of the Broadcaster’s Channels to their respective Subscribers.
3. The Broadcaster has the requisite power and authority to enter into this Agreement with the Operator and create the mutual rights and obligations that are contractually binding in nature and legally enforceable in law.
4. The Operator represents to the Broadcaster that it is authorized to re-transmit signals of satellite television Channels through its Platform in the Authorized Area(s) and possesses the requisite Operator’s License in this regard.
5. The Operator further represents that it is in compliance with all Applicable Laws and has completed and satisfied the requirements under the Interconnection Regulations and is desirous of carrying the Channels on its Platform for re - transmission amongst its Subscribers in the Territory.
6. Relying upon the Operator's representations, the Broadcaster has agreed to grant a non -exclusive License to the Operatorto re-transmit the Channels on the Platform strictly subject to and in accordance with the terms and conditions of this Agreement and Applicable Laws.

NOW THEREFORE, in consideration of the mutual promises and convents set out herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, it is hereby agreed as follows:

Definitions:

The following terms used in this Agreement shall have the meaning as set forth below. Any term used herein but not defined expressly shall have the meaning ascribed to it in under the Interconnection Regulations, Tariff Order (as amended from time to time), Cable Television Networks (Regulations) Act 1995 and the Cable Television Networks Rules, 1994.
1. “Active Subscriber” means a Subscriber who has been authorized to receive signals of subscribed television Channels as per the Subscriber management system CAS of the Operator and whose set top box has not been denied signals;
2. "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. “Controlling” and “Controlled” have correlative meanings;
3. “Agreement Start Date” shall mean _August 2024
4. “A-la-carte/A-la-carte Channels” shall mean offering of the Channels individually on a standalone basis;
5. “Anti-Piracy Obligations” shall mean the obligations contained in Clause 9 and SCHEDULE G of this Agreement;
6. “Applicable Laws/Authority” shall mean any and all laws, regulations, directions, notifications or orders, including amendments thereto, enacted or issued by any constitutional, legislative, judicial, quasi-judicial or administrative or other authority including without limitation the TRAI, and Telecom Disputes Settlement and Appellate Tribunal (“TDSAT, Ministry of Information and Broadcasting (“MIB”) or any other body or authority regulating the broadcasting and distribution of Channels in India;
7. “Audit” shall mean the technical validation and commercial Audit referred to in Clause 14 of Interconnection Agreement, to be conducted by the Operator and/or Broadcaster of the distribution systems/Platform of the Operator, including but not limited to CAS, SMS, encryption systems, content protection systems, financial documents, etc. as per the extant regulations.
8. “Authorized Area(s)/Territory” shall mean such geographical area/location of India as indicated in Schedule A;
9. “Average Active Subscriber Base” means the number of Subscribers arrived at by averaging the Active Subscriber count in the manner specified in Schedule B of this Agreement.
10. “BIS” shall mean the Bureau of Indian Standards established under the Bureau of Indian Standards Act, 1986 and have the meaning assigned to it in Clause 11.1 (xx);
11. “Broadcaster’s share of MRP” with reference to a pay Channel means the MRP of Broadcaster’s Channel(s) less of Distribution Margin, payable by the Operator to Broadcaster for availing the signals of Pay Channe.
12. “Cable TV Act” shall mean the Cable Television Networks (Regulation) Act, 1995;
13. “Cable Service” or “Cable TV Service” means the transmission of programmes including re-transmission of signals of television Channels through cables;
14. “Cable Television Network” or “Cable TV Network” means any system consisting of a set of closed transmission paths and associated signal generation, control and distribution equipment, designed to provide cable service for reception by multiple Subscribers.
15. “CAM” shall mean the conditional access module provided by the Broadcaster (if applicable) to the Operator which is required for downlinking and accessing the Channels;
16. “CAS”/“CA System” shall mean the conditional access system maintained by the Operator which: (a) has the ability to authorize and grant access to only those television Channels which a Subscriber has subscribed; (b) scrambles and encrypts the signal of television Channels to prevent unauthorized reception of such Channels by those not paying for the service; (c ) which is a control mechanisms, data structures and commands that scramble and encrypt signals in order to provide selective access and denial of specific Channels, data, information or services to paying Subscribers and (c) meets the requirements set our under SCHEDULE E, F & G and complies with the terms of this Agreement and Applicable Laws including Schedule III and Schedule IX of the Interconnection Regulations;
17. “Channel(s)” shall mean the linear, satellite delivered and advertiser-supported SD and HD pay and free to air television Channels (if any) owned and/or operated by the Broadcaster in accordance with the Applicable Laws, which are offered either A-la -carte, a list of which is provided in Schedule A (which may be amended from time to time);
18. “Channels/ Subscribed Channels” shall mean the Channels contained in the Validation Form (Schedule A);
19. “Change Event” means any merger, de-merger, amalgamation, consolidation, reorganization, joint operation or service arrangement, corporate restructuring or any other business arrangement involving the Operator or any change of control or change in the management or acquisition of majority stake or controlling stake of the Operator or acquisition by the Operator of a majority stake or a controlling stake in any other entity or selling the whole ora substantial portion of the Operator’s assets and/ or purchasing the whole or a substantial portion of the assets of another entity.
20. "Channel Marks" shall mean trade names, trademarks, logos and service marks owned by Broadcaster and their Affiliates and rights holders in connection with the Channels;
21. “CPE” shall have the meaning assigned to it in SCHEDULE H i.e. Customer Premises Equipment;
22. "Confidential Information" means: (a) any information concerning the organization, business, technology, trade secrets, know-how, finance, intellectual property, transactions or affairs of a Party or any of its Affiliates, (whether conveyed in written, oral or in any other form and whether such information is furnished before, on or after the date hereof) (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;
23. “DAS” means digital addressable cable systems comprising of 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 the network can be sent in encrypted form and decoded by the devices having an activated conditional access system at the premises of the Subscriber within the limits of authorization made through CAS and SMS, by the cable operator to the Subscriber on the explicit choice and request of such Subscriber;
24. “Disconnection Notice” ” shall mean a prior written notice of twenty one (21) days served from the date of said notice, which is required to be given in accordance with the Applicable Laws by: (a) the Operator to the Broadcasterif the Operator wishes to disconnect the re-transmission of signal and stop distribution of the Channels on its Platform due to the Broadcaster’s breach of this Agreement which is not remedied in accordance with the provisions of this Agreement; or (b) Broadcaster to the Operator if Broadcaster wishes to disconnect the signal of any or all Channels and cease to provide signals of the Channels to the Operator due to the Operator’s breach of this Agreement or violation of any prevailing laws, rules, regulations;
25. “Distribution Margin” shall mean the Operator’s share of revenue for the distribution of Subscribed Channels to Subscribers. It shall be calculated as twenty percent (20%) of the MRP of the Subscribed Channel(s).
26. “Distributor Retail Price” means the price excluding taxes declared by a distributor and payable by a Subscriber for A-la -carte pay Channel ;
27. “DTH Operator” shall mean a company that has been granted license by the Central Government to provide DTH Service.
28. “DTH Operator’s DTH Service” means distribution of television Channel programmes by using a Ku-band direct- to- home satellite transmission system by providing television signals directly to Subscriber’s premises without passing through an intermediary such as cable operator or any other distributor of television Channels.
29. “Due Date” shall have the meaning assigned to it in Schedule B;
30. “Encryption System” shall have the meaning assigned to it in Clause 4.3 and further as detailed in SCHEDULE C and Hardware Form in SCHEDULE I;
31. “EPG” shall mean an electronic programme guide as defined under the Interconnection Regulations i.e. a program guide maintained by the distributors of television Channels that lists the television Channels and programs, and scheduling and programming information therein and includes any enhanced guide that allows the Subscribers to navigate and select such Channels and programs;
32. “Equipment” shall mean any and all hardware/software and other devices and including but not limited to the IRDs, CAMs and the Viewing Cards;
33. “Empaneled Auditor” means auditor empaneled by the Authority/TRAI for conducting an Audit of the Systems of the Operators;
34. “Fingerprinting” shall have the meaning assigned to it in SCHEDULE F;
35. “Force Majeure Event” shall mean any unforeseeable act, cause, contingency or circumstance which is beyond the reasonable control of the Parties herein, including, without limitation, any acts of governmental action, order or restriction (whether international, national or local), war (whether or not declared) or warlike situation, public strike, riot, labour dispute, act of God, earthquake, tides, storm, lightening, flood, drought, cyclone or any natural calamity, explosion, fire, sabotage, lockdown, quara ntine, epidemic, pandemic, arson, civil disturbance/commotion, public disaster, public transportation dispute, satellite failure/jamming or transponder failure or acts due to any laws, rules, regulations (including enactment), lawful orders or directives of the government of any States or the order of any court of competent jurisdiction and/or any acts of similar nature, which may affect the transmission of available Channel(s) by the Broadcaster;
36. “Free-to-Air Channel/FTA” means an available Channel (if any) 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;
37. “Hardware Form” shall mean the form in the prescribed format (as provided in SCHEDULE I enclosed herewith) which shall be provided to the Operator containing the details of the Equipment’s used to receive the signals of the Channels subscribed by the Operator from the list of available Channels of the Broadcaster and which shall form an integral part of this RIO;
38. “HITS Operator” shall mean any person permitted by the Central Government to provide HITS service.
39. “HITS Operator’s HITS Service” shall mean re-transmission of signals of television Channels to (i) intermediaries like local cable operators or multi system operators by using a satellite system and not directly to Subscribers; and (ii) to Subscribers by using satellite system and its own cable networks.
40. “Insertion” shall have the meaning assigned to it under Clause 4.2 (c);
41. “Intellectual Property" shall mean and include, without limitation: (i) all rights, title and interest in the programming on the available Channels; (ii) the Channel marks and all trademarks, trade names, service marks, logos, materials, formats, and concepts relating to the available Channels; and (ii) any trademarks, trade names, logos, names, titles of the rights holders of any programming exhibited on the available Channels;
42. “Interconnection Regulations” shall have the meaning assigned to it at the beginning of this Agreement;
43. “Interconnection Agreement” means this Agreement to be executed between the Operator and Broadcaster to provide signals of Subscribed Channels read with the Service Forms;
44. “IRDs” or “DSRs” shall mean Integrated Receiver Decoder or Digital Satellite Receiver required for downlinking and accessing the Channels i.e., an authorization device which is owned, operated and supplied by the Broadcaster and which is used in conjunction with a compatible Viewing Card and/or CAM, (if applicable), in order to receive and decode each of the linear television Channels of the Broadcaster subscribed by the Operator;
45. “Independent Affiliate” shall mean an operator who is or was availing the signals of Broadcaster’s Channels directly from Broadcaster in terms of a separate Interconnection Agreement between Broadcaster and such Operator.
46. “Maximum Retail Price” or “MRP” with respect to each Channel for the purpose of this Agreement availed on A-la - carte shall mean the maximum retail price, excluding taxes/cess, payable by a Subscriber of such Subscribed Channel, as set forth in Schedule A, as may be amended from time to time;
47. “Monthly Subscription Fee” shall have the meaning assigned to it in Clause 5 and Schedule B of this Agreement;
48. “MSO” means a cable operator who has been granted registration under Rule 11 of the Cable Television Networks Rules, 1994 and who receives a programming service from a Broadcaster and re-transmits the same or transmits his own programming service for simultaneous reception either by multiple Subscribers directly or through one or more local cable operators
49. “MSO’s Digital Addressable Cable Television Network ” means digital addressable cable systems comprising of an electronic device (which includes hardware and its associated software) or more than one electronic device putin an integrated system through which signals of the network can be sent in encrypted fo rm and decoded by the devices having an activated conditional access system at the premises of the Subscriber within the limits of authorization made through CAS and SMS, by the cable operator to the Sub scriber on the explicit choice and request of such Subscriber
50. “Multi TV Home” means a household having more than one TV connection or set top box in the name of one person;
51. “MRP” means Maximum Retail Price of the Channel per Subscriber per STB per month (excluding all applicable taxes) (in Rs.);
52. “New Channels” shall mean the new television Channels of the Broadcaster that may be launched and offered by Broadcaster in future, after the date of execution of this Agreement and/or not subscribed by the Operator under this Agreement;
53. “Operator’s License” shall mean license granted to the Operator by the Ministry of Information and Broadcasting (“MIB”) or such other competent authority, details as mentioned in SCHEDULE C;
54. “OSD” shall have the meaning assigned to it in Clause 11.1 (x) and further detailed in SCHEDULE F;
55. "Piracy" shall have the meaning assigned to it in Clause 9.1 of this Agreement;
56. “Piracy Event” shall have the meaning assigned to it in Clause 3 of SCHEDULE G;
57. “Platform” shall mean, with respect to MSO, such MSO’s Digital Addressable Cable Television Network, with respect to HITS Operator, such HITS Operator’s HITS Service and with respect to DTH Operator, such DTH Operator’s DTH Service, as the case may be.
58. “Provisional Invoice” shall have the meaning assigned to it in Schedule B;
59. “Recorder” shall mean either a personal video recorder (“PVR”) or digital video recorder (“DVR”) which must satisfy
  
  the following features:
  1. Audio-visual content shall not be allowed to be recorded without finger printing and watermark logo of the Platform and such finger printing and watermark logo shall be displayed during playout;
  2. Recorded audio-visual content must be encrypted in a secure manner on the Recorder which shall not play on any
    
    other devices other than the concerned Recorder;
  3. Audio-visual content of a Channel shall not be permitted to get recorded if the concerned Subscriber's subscriptionof such Channel is not active; and
  4. Set Top Box provided by the Operator must not allow a Subscriber to install third -party application/software onthe Set Top Box.
  5. There is no automatic advertisement skipping function and there is any mechanism whereby DVR and or PVR have a store and forward function.
60. “RIO” means reference interconnect offer defined under the Interconnect Regulations and for purposes of this Agreement shall mean this reference interconnect offer published by the Broadcaster specifying terms and conditions on which the Operator may seek signals of the Channels of the Broadcaster;
61. “Security Deposit” shall have the meaning assigned to it in Clause 8.2 of this Agreement;
62. “Set Top Box” or “STB” means a device which is connected to or is part of a television and which allows a Subscriber to receive in unencrypted and descrambled form the Channels through an addressable system;
63. “Smart Card/ Viewing Card” means, in relation to a Subscriber, a card or other device issued by the Operator to Subscriber when enabled by a CAS and inserted in such Subscriber's Set Top Box, has the functionality of enabling such Subscriber's Set Top Box to receive the Channels distributed by the Operator.
64. “SMS” shall mean the Subscriber management system which is a system or device of the Operator which stores the Subscriber’s records and details with respect to name, address and other information regarding the hardware being utilized by the Subscriber, television Channels or Bouquets subscribed by the Subscriber, price of such Channels or Bouquets as defined in the system, the activation or deactivation dates and time for any Channel or Bouquets, a log of all actions performed on a Subscriber’s record, invoices raised on each Subscriber; maintained by the Operator in accordance with the Applicable Laws and strictly in accordance with the provisions set out under SCHEDULE C and D;
65. “Subscriber(s)” shall mean an Active Subscriber(s) in the Authorized Area(s) who receives signals of the Subscribed Channel(s) from the Operator’s Platform (directly and/or through its sub-operators known as local cable operators (“LCO”) registered under Rule 5 of the Cable Television Networks Rules, 1994) at a place indicated by such Active Subscriber without further transmitting it to any other person and who does not cause the signals of television Channels to be heard or seen by any person for a specific sum of money to be paid by such person, and each Set Top Box located at such place (including Multi TV Home, as defined herein), for receiving the subscribed broadcasting services, shall constitute one Subscriber;
  
  As regards the issue relating to supply of signals of the Broadcaster’s Channels to the commercial Subscribers, the Broadcaster has filed an appeal before the Hon’ble Supreme Court of India against the order of Hon’ble TDSAT in Broadcasting Appeal No. 4 of 2015 (M.A. Nos. 15, 120 & 121 of 2016) and therefore the same shall be subject to the outcome of the said appeal. Hence, Subscriber(s) for the purpose of this Agreement specifically exclude commercial Subscribers.
66. “Subscriber Report” shall have the meaning assigned to it in Clause 7;
67. “Suspended Channels” shall have the meaning assigned to it in Clause 15.10;
68. “TDSAT” shall mean the Telecom Disputes Settlement and Appellate Tribunal;
69. “Technical Validations/Audit” shall have the meaning assigned to it in Clause 9.2;
70. “Term” shall mean 12 (Twelve) months commencing from Agreement Start Date, unless terminated earlier in accordance with the provisions contained herein after;
71. “Total Active Subscribers of the Operator” shall mean total Active Subscribers of the Operator who have subscribed to at least one Channel Standard-Definition or High-Definition. In case of the Standard-Definition (“SD”) Identified Channel(s), Total Active Subscribers shall mean total active Subscribers of the Operator who have subscribed to only SD Channel(s) and in case of the High-Definition Identified (“HD”) Channel(s), Total Active Subscribers shall mean total Active Subscribers of the Operator who have subscribed to at least one HD Channel.
72. “Total Active Subscribers of the Channel” Subscribers who have opted the said Broadcaster’s Channel on A-la -carte basis and average Active Subscribers of all such comprising of the said Ala -carte Broadcaster’s Channel.
73. “TRAI” shall mean the Telecom Regulatory Authority of India;
74. “Validation Form” shall mean the Validation Form as set forth in Schedule A;
75. “Viewing Card” or “VC” shall mean the smart card provided by the Broadcaster to the Operator to be used together with the IRD, such IRD’s are issued so that the Operator can obtain access and decode the signals of the respective Channels;
76. “Withheld Programs” shall have the meaning assigned to it in Clause 4.5(d);
77. “Broadcaster’s share of MRP” with reference to a pay Channel means the MRP of Broadcaster’s Channel(s) less of Distribution Margin, payable by the Operator to Broadcaster for availing the signals of Pay Broadcaster Channels.
Rules of Interpretation

Unless the context of this Agreement otherwise requires:
1. the Schedules shall form an integral part of this Agreement;
2. the clause, schedule and paragraph headings are included for convenience only and shall not affect the interpretation of this Agreement;
3. words using the singular or plural number also include the plural or singular number, respectively;
4. words of any gender are deemed to include the other gender;
5. the terms "hereof", "herein", "hereby", "hereto" and derivative or similar words refer to this Agreement or specified provisions of this Agreement, as the case may be;
6. the term "Clause", “Section” or "Schedule" refers to the specified Clause, Section or Schedule of this Agreement;
7. any reference to a "person" includes natural persons, proprietorship concern, partnership firm, companies, LLP’s, associations, societies, HUFs, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists);
8. if a period of time is specified and it dates from a given day or the day of an act or event, it shall be calculated exclusive of that day;
9. if a Party must do something on a given day, the Party must do it by 6:00 pm IST on that given day (unless this Agreement expressly states otherwise). If a Party does such thing after 6.00pm IST on that given day, then the Party shall be treated as not having done it until the next day save and except where a Party has done something by sending an email to the other Party;
10. a reference to "writing" includes email, except as expressly provided otherwise;
11. reference to statutes, regulations or statutory provisions include references to any orders, or regulations made thereunder and references to any statute, provision, regulation, order or regulation include references to that statute, provision order or regulation as amended, modified, re-enacted or replaced from time to time;
12. the words "including" and "inter alia" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not those words are followed by such phrases;
13. the words "directly or indirectly" mean directly, or indirectly through one or more intermediary persons or through
  
  contractual or other legal or beneficial arrangements, and "direct or indirect" have the correlative meanings; and
14. All other words and expressions used in this Agreement not defined herein and defined in the Act and rules and regulations made thereunder or the Cable Television Networks (Regulation) Act, 1995 (7 of 1995) and the rules and regulations made thereunder, shall have the meanings respectively assigned to them in those Acts or the rules or regulations, as the case may be.
15. All the reference(s) made to Schedule IX of the Interconnection Regulations (as may be amended from time to time) in this Agreement shall be read in conjunction with- the TRAI order dated 09 August, 2023 pronounced pertaining the Distribution Platform Operators (“DPOs”) for deploying CAS and SSMS under provisions of Regulation 4A of the Interconnection Regulations.
Grant of Rights
Delivery and Security
1. Conditions of Distribution
  1. The Operator hereby agrees, covenants, and warrants that it shall re-transmit and distribute the Channels to the Subscribers strictly in accordance with the following terms:
    1. the signals of all the Channels must be delivered by the Operator to Subscribers in a securely encrypted manner on its Platform in linear mode using such technology which shall meet the requirements of SCHEDULE E at all times during the Term;
    2. the transmission specifications and infrastructure allocated by the Operator in respect of broadcasting the signals of the Channels by the Operator to its Subscribers shall be no worse than that of the cable signal of any other Channel within the same genre of the Channels on the Platform;
    3. the Operator shall maintain first-class signal transmission quality of the Channels for distribution to the Subscribersin accordance with the highest international industry standards and Applicable Laws;
    4. the Operator agrees that it shall not offer any Channel on the basis of any specific programming event, feature, characteristic or attribute of such Channel;
    5. the Operator shall further make available the Channels to the Subscribers on 24 x7x365 basis with effect from such
      
      Channels being activated at the Subscriber’s end till the time such Subscriber is switched off by the Operator for being a defaulter or such Subscriber having expressly indicated its intention to discontinue its subscription to any of the Channel(s) in accordance with the Applicable Laws;
    6. the Operator shall not use any interactive technology or other interferences (such as red button) or re -direct traffic from the Channels in any manner, whether for content or for promotion, without express permission from the Broadcaster;
    7. the Operator undertakes and covenants that it shall not compel its Subscribers to take other Channels or services or impose any other conditions as a pre-condition to subscribe to any or all of the Channels;
    8. the Operator's transmitting facilities shall be fully capable of individually addressing Subscribers on a Channel- by- Channel and decoder-by-decoder basis;
    9. the Operator shall install decoding equipment and all other equipment necessary to receive and distribute the Channels at its own cost and expense;
    10. the Set Top Boxes and their installed content protection systems shall prohibit the use of digital outputs;
    11. The Operator shall transmit the signals of Broadcaster Channels only to Authorized Subscribers i.e. Subscribers authorized by the Operator through the Platform who have duly submitted Subscriber Application Form (“SAF”). The Operator shall not be permitted nor shall be entitled to activate the STB/ provide signals of any Broadcaster Channels to any such Subscribers who have not submitted consumer / SAF as per the requirement under the Applicable Regulations/ Laws. Non-compliance of this aforesaid condition shall be termed as a material breach which will entitle Broadcaster to disconnect the signals of its Channels by serving a written notice for non-compliance to the Operator; and
    12. The Parties acknowledge and agree that in the event the Operator intends to make any changes to the addressable 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, the Operator shall intimate the same to Broadcaster by submitting Service Form 4, for Change in Addressable Systems which is made available on Broadcaster’s website.
  2. Infrastructure Sharing by Operator:
    
    Where the Operator shares its Platform infrastructure with any other Operator or where the Operator avails the infrastructure facility from any other Operator, the same shall be in accordance with and subject to complete compliance with:
    1. the Guidelines for providing Headend-in-the Sky (HITS) Broadcasting Service in India dated 26 th November, 2009 read with its Amendment dated 6th November, 2020, formulated by MIB;
    2. the Guidelines for Sharing of Infrastructure by Multi-System Operators dated 29th December, 2021
      
      formulated by TRAI (as may be amended from time to time) and/or any other regulations/guidelines as may be issued by the Authority from time to time, and;
      
      (pt (i) and pt (ii) shall collectively hereinafter be referred to as “Guidelines”)
    3. the provisions laid down under SCHEDULE F of the Agreement.
2. No alteration of signals
  1. The Operator agrees to carry the Channels in their entirety, in the order and at the time transmitted by the Broadcaster without any editing, delays, alterations, interruptions, picture squeezing or re-sizing, insertion of graphic or animated overlays, pull-throughs or crawls, deletions or additions except as authorized in advance in writing by the Broadcaster. The Operator shall not re-distribute any portion of the Channels except as specifically authorized by the Broadcaster in writing.
  2. The Operator shall not re-configure, combine, alter, edit, manipulate, dub, sub-title or re-package the Channels or any portion of the Channels for any purpose, or copy and store the content of the Channels on any storage device in any medium. Further the Operator shall not enable or otherwise permit Subscribers to do any of the foregoing acts except that the Operator can provide Recorder facility to the Subscribers in accordance with the Interconnection Regulations, provided use of such Recorder is regulated by Agreement between the Operator and the Subscriber and is strictly only for non-commercial and private viewing by the Subscriber. The usage of the Recorder is permitted only to a limited extent for the benefit of the Subscribers as stated herein.
  3. The Operator agrees and undertakes not to obscure, superimpose or otherwise alter the indents or logos of the Channels in any manner whatsoever. The Operator is allowed to only add/insert its own trademark or logo in the form of a translucent watermark ("Insertion") while re-transmitting and distributing the Channels on the Platform provided such Insertion shall be subject to the following conditions:
    1. The Insertion shall be inserted on all other Channels distributed on the Platform by the Operator;
    2. At any point in time, there will only be a single Insertion;
    3. The Insertion shall not be more prominent than the respective Channel's logo;
    4. The placement and size of Insertion shall not be different from the placement and size of Insertion on any other Channels distributed on the Platform; and
    5. The Insertion shall not obscure or overlay the Channels' logos or any program that appears on the Channels.
  4. Operator shall not alter the screen on which the Channels will be exhibited by inserting or superimposing any formof advertising;
  5. Any marketing or promotional activity in respect of or involving the Channels or any standalone programming of such Channels shall be only carried out by the Operator in accordance with the terms of this Agreement or by takinga prior written approval of the Broadcaster; and
  6. The Operator 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 each Subscribed Channel is received only by Active Subscribers.
3. Encryption System and Technical Specifications
  
  The Operator represents to Broadcaster that it uses the encryption system as specified in the Hardware Form (the "Encryption System") to encrypt the Channels and the programming of the Channels for re-distribution via the Platform. The Operator shall transmit the Channels only through the Platform to Subscribers located in the Authorized Area in the manner of transmission and distribution specified in this Agreement (including the Anti- Piracy Obligations) and the SCHEDULE F and SCHEDULE G (the "Technical Specifications"). The Operator agrees that any changes to the Technical Specifications and any material changes to the Platform's security and encryption technology, including the Encryption System (other than standard software upgrades which are deemed not to be material changes), and its version changes and upgrades during the Term shall be immediately intimated in writing to the Broadcaster.
  
  Broadcaster shall provide the requisite number of IRDs subject to payment of stipulated interest free Security Deposit per IRD as per the conditions laid down in the TRAI Regulations. Further, the Operator shall confirm the details of IRDs in respect of all such Channels availed from Broadcaster in the format provided in SCHEDULE I.
  
  The Parties acknowledge and agree that in the event the Operator intends to make any changes to the addressable 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, the Operator shall intimate the same to Broadcaster 15 Days advance by submitting written letter on its letter head.
4. Availability of Channels on the Platform
  1. The Operator shall ensure that during the Term of this Agreement, the Channels shall be available for subscription to all its Subscribers on its Platform and offered to the Subscribers in line with the provisions of the Interconnection Regulations and in terms of this Agreement.
  2. The Operator hereby covenants, undertakes and warrants to the Broadcaster that it shall not shift, move, or change the frequencies of any of the Channels at any time without providing an advance prior written notice of at least Thirty (30) days to the Broadcaster. The Operator shall cause continuous distribution of the Channels to all its Subscribers without blacking it out or interfering with it in any manner whatsoever.
5. Acknowledgements by the Operator
  
  The Operator fully understands and acknowledges that:
  1. the Broadcaster is offering the Channels on ‘as-is where-is’ basis without warranties of any kind whatsoever, expressor implied, including in relation to the quality, merchantability, fitness or that the services/signals will be error free or uninterrupted for the purpose envisaged in this Agreement;
  2. the Broadcaster reserves the right to remove any Channel from the list of available Channels at any time if it ceasesto distribute such Channel. In the event the Broadcaster discontinues distribution of any Channel chosen by the Operator during the Term, such Channel shall stand withdrawn from the Broadcaster’s offering without any further obligation or liability on part of the Broadcaster;
  3. the Broadcaster and its licensors reserve the right to alter the Channels, including the name of the Channels and the programming exhibited on the Channels;
  4. the Broadcaster in certain circumstances may not control the appropriate rights to exhibit certain programs on the Channels (hereinafter referred to as the "Withheld Programs"). Accordingly, the Operator acknowledges and agrees not to exhibit, and shall block or black out the transmission of any Withheld Programs upon notification from the Broadcaster;
  5. the Broadcaster shall have the right to change: (i) the satellite carrying each of the Channels’ signals, (ii) the delivery system, and/or (iii) the encryption technology used for the Channels. In the event the Operator is advised by Broadcaster of any change in the satellite transmitting any of the Channels, the Operator shall make all necessary arrangements to ensure continued access to the Channels, provided that the Broadcaster shall not be liable to the Operator or its Subscribers for any failure on their part to access the Channels as a result of any such change;
  6. the Operator shall make no use, nor authorize or permit others to make use of the Channels or of the programming on the Channel(s) other than as expressly set forth in this Agreement. If the Operator distributes any or all of the Channels in a manner not authorized or for a purpose not specifically provided for by the Agreement, then the Broadcaster shall, notwithstanding anything contained elsewhere, have the right in its sole discretion to either immediately suspend the transmission of any or all of the Channels to the Operator and/or terminate the Agreement by providing the Disconnection Notice.
  7. all the terms and conditions laid down in this Agreement are non-discriminatory, reasonable and justified and are not more than necessary for the legitimate preservation of the value of the Channel(s) and the content of the Channel(s).
  8. that it has understood the merits and demerits including risks arising out of this Agreement and acknowledges that it has evaluated all considerations relating to the Agreement, after duly reading the contents of this Agreement. The Operator further represents that it has also taken advice from the subject matter experts including but not limited to finance, technical, content, legal and tax experts, pertaining to the implications of all terms and conditions of the Agreement and based on their opinion has a ccepted that this Agreement is suitable and appropriate for the Operator.
  9. it has agreed to all terms and conditions of this Agreement after due discussion with Broadcaster. In the event of any ambiguity or question of intent or interpretation arising out of this Agreement, the same shall be construed as if drafted jointly by both the 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.
6. Offering of Channels
  1. The Operator shall offer the Channels to the Subscribers either on A-la -carte basis or part of a Bouquet comprising the Channels. The Operator shall not make any limited period or event-based offering or exhibition of any Channels to the Subscribers.
  2. It is agreed that no independent advertising shall be inserted by the Operator and the Operator shall not superimpose or otherwise alter any copyright, trademarks, trade names, logos, names on any Channel.
  3. The Operator shall package the Channels as per the Applicable Laws. In any event, the Operator represents, warrants and undertakes that:
    1. the packaging of the Channels will not be disadvantaged or discriminated vis-a-vis the other Channels of the same genre or include the Channels in any package or tier that contains any Channel with obscene content or with any Channel offering gambling services or promoting gambling or betting. The Operator shall serve the Broadcaster with prior written intimation of its intention to package/re-package/launch a new package (promotional or otherwise); and
    2. it shall continue to offer and shall not remove any Channel or discontinue the exhibition of any Channel offered by it as part of a Bouquet for a period of six (6) months from the date of availing such Bouquet by a Subscriber or such other longer period for which the subscription charges have been paid by the Subscriber in advance. The Operator further agrees that once the Channel(s) has been included in the Bouquet offered by the Operator on its Platform, said Channel shall not be selectively switched off or taken off air by the Operator unless all other Channels forming part of such Bouquet are switched off or taken off air by the Operator. Provided that this provision shall not apply on suspension of signals or on termination or expiry of this Agreement.
  4. The Operator shall use its best efforts to maintain the Subscribed Channels, the quality standard afforded to other Channels of the same genre in a non-discriminatory manner. The Operator shall use reasonable efforts to mainta in the 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.
7. EPG
  
  The Operator shall create an EPG for distribution to its Subscribers (a copy of which shall be sent to the Broadcaster simultaneously), then the programming schedule of each of the Channels shall be prominently featured in such Schedules in the order of the EPG number for each of the Channels. In connection with the EPG, the Operator agrees as under:
  1. shall declare the genre of the Channels (as intimated by the Broadcaster) and such genre shall be either ‘Devotional’ or ‘General Entertainment’ or Infotainment’ or ‘Kids’ or ‘Movies’ or ‘Music’ or ‘News and Current Affairs’ or ‘Sports’ or ‘Miscellaneous’;
  2. shall place all the Channels available on its platform in the EPG, in such a way that all the television Channels of a particular language in a genre are displayed together consecutively and one television Channel shall appear at one place only. In the event the Operator intends to carry out any changes/modification in its EPG, it shall at all times ensure that the Channels of the Broadcaster shall continue to be placed within their respective genre and in the same relative position in the Channel list as agreed to between the Parties and in compliance with the Applicable Laws, Cable TV Act and Rules framed thereunder.
  3. shall ensure the EPG at all times contains information pertaining to the programs being broadcast on the Channels in a manner approved by the Broadcaster without any additional cost or fee;
  4. shall assign a unique number for each television Channels available on its Platform; and
  5. the Channel number once assigned to a particular television Channel shall not be altered by the Operator without prior approval of the Broadcaster and TRAI. However, if the Broadcaster changes the genre or language of a Channel then the Channel number assigned to that particular television Channel shall be changed in order to place such Channel with the Channels of the new genre or language in the EPG.
8. Logical Channel Numbering (LCN)
  1. The Operator hereby undertakes that it shall not place any of the Channel(s) in a disadvantageous position or otherwise treat any of the Channels less favorably or in a discriminatory manner with respect to competing Channels on a genre basis while determining the Logical Channel Number and/or the EPG number of each Subscribed Channel on the EPG of the Operator’s Platform;
  2. The Operator agrees and undertakes to maintain the same relative position (rank) for each and every Channel of the Broadcaster mentioned in the Agreement, in the respective genre list as well as in its all Channel list as agreed between the Parties. The Operator shall also ensure that it does not change the relative position of the Channels during the
  Term of the Agreement unless the same is approved by the Broadcaster in writing.
Monthly Subscription Fee,
1. Maximum Retail Price (MRP) of Broadcaster Channels, Calculation of Subscription Fee and Distribution Margin:
  Maximum Retail Price (MRP) of Broadcaster Channel(s):
  (A) Maximum Retail Price (MRP) of Broadcaster Channel(s) are as under:
  
  MRP of Broadcaster’s Channels offered on A-la -carte basis is set out in Schedule A
2. Calculation of Subscription Fee
  
  During the Term, the Operator shall pay to Broadcaster, the Subscription Fee which shall be calculated on a monthly basis in the manner set out in Schedule B.
3. Distribution Margin
  
  The Distribution Margin shall be equal to twenty percent (20%) of the MRP of Pay Channels.
  1. The Monthly Subscription Fee payable shall be exclusive of Indirect taxes/GST. In cases where the Operator procures the Channels for its multiple premises, monthly Subscriber Reports for each such premises would be separately provided by the Operator.
  2. The Monthly Subscription Fee shall also be subject to deduction of applicable TDS (under Income Tax and GST law as well). The Operator shall also furnish a certificate to the Broadcaster against such deduction within specified timelines.
  3. At the time of payment of the Monthly Subscription Fee to the Broadcaster, the Operator shall inter alia mention
    
    (a) that the payment is towards the Monthly Subscription Fee, (b) Invoice details against which the said payment has been made which would also include the details of the premise and registration number of Broadcaster and the premise and registration number of the Operator for which payment has been made and (c) Amount of payment along with TDS deducted thereon (GST TDS and/or Income tax TDS).
  4. The Operator acknowledges that in case where any advance Monthly Subscription Fee paid by the Operator is required to be refunded by the Broadcaster due to any reasons, amount of GST paid by the Broadcaster would be refunded only when the Broadcaster receives the refund of such GST from the government.
  5. In the event there is any change in the amount of Monthly Subscription Fee, the Broadcaster shall issue GST compliant supplementary invoice, debit/ credit note (as the case may be) or any other document in this regard along with applicable GST/reversal of GST to the Operator (as the case may be). The Operator would be responsible to reverse input tax credit where such document is issued and should not dispute such amount .
  6. For the purposes of this Agreement and basis the information/documents provided by the Operator, the Broadcaster shall charge the applicable rate of GST.
  7. In case the Operator is eligible for any exemption or lower rate of tax, the Operator is responsible to provide the requisite details, documents, declarations or undertake any prescribed compliances for the purpose of tax exemptions/lower tax rates before supply of signals is made. In absence of this, no tax exemption/lower rates would be extended.
  8. The Parties acknowledge that in case of any incorrect/incomplete or any type of non -compliance at its end (defaulting Party) because of which a demand is raised by the tax authorities on the other Party (non - defaulting Party), the defaulting Party shall be immediately liable to pay the applicable taxes/amounts (including interest, penalty and associated litigation cost) if any upon notification by the non -defaulting Party. In the event the Operator had executed an agreement with the Broadcaster prior to this Agreement under which Operator owes any outstanding sums to Broadcaster, the Operator is hereby obligated and liable to make payments of entire such outstanding sums promptly (and in any event no later than Five (5) days of the Operator signing this Agreement) failing which the Broadcaster reserves the right to terminate this Agreement at any time by providing a prior Disconnection Notice.
  9. During the Term, the Operator shall pay to Broadcaster, the Subscription Fee which shall be calculated on a monthly basis in the manner set out in Schedule B.
Payment Terms
1. The Operator agrees to pay Broadcaster, the monthly Subscription Fee as per the terms set out in Schedule B. Any default by the Operator pertaining to Payment Terms shall constitute a material breach hereunder and Broadcaster shall be entitled to switch off the signals of Broadcaster’s Channels to the entire network of the Operator.
2. Further, it is also agreed by the Operator that in case the Operator operates through any of its joint venture/Affiliate/associate network(s) in different parts of the Cities/States of India, then it shall be the sole responsibility and obligation of the Operator to clear all the entire accumulated arrears/dues which are not paid by any such joint venture/Affiliate/associate entities of the Operator to Broadcaser. Further it is also agreed by the Operator that any other Independent Affiliate taken over by the Operator during the Term of this Agreement shall be treated as JVs and the Operator shall be liable to make additional payment for such JVs acquired during the Term of this Agreement.
Subscriber Reports
1. The Operator shall maintain, at its own cost, SMS which shall be fully integrated with the CAS at all times. The Operator warrants that any activation or de-activation of a Subscriber's Set Top Box shall be processed simultaneously through both CAS and SMS.
2. The Operator shall provide to the Broadcaster complete and accurate number of Subscribers of the Channels in the Subscriber Reports and the tier and/or package in which the Channels are included within seven (7) days from the end of each month in the format provided by Broadcaster enclosed herewith as SCHEDULE D together with such other information as the Broadcaster may require for determining the Monthly Average Active Subscriber Level and the Monthly Subscription Fee.
3. The Subscriber Reports provided by the Operator to the Broadcaster in accordance with Clause 7.2 shall be system generated only through SMS and must be in a non-editable format and a ‘pre-defined read only format’ such as a suitable PDF format which cannot be manually edited and attested and shall specify all information required to calculate the Monthly Average Active Subscriber Level (including but not limited to the number of Subscribers for each of the Channel and each package in which a Channel is included) and the Monthly Subscription Fees payable to the Broadcaster. Such reports shall specify all information required to calculate the Monthly Average Active Subscriber Level (including but not limited to the number of Subscribers for each Broadcaster’s Channel and each package in which a Broadcaster’s Channel is included) and the Subscription Fees payable to Broadcaster.
4. The Subscriber Reports shall be signed and attested by an authorized officer of the Operator of a rank not less than the Head of Finance/Chief Financial Officer or any person duly authorized by the Operator who shall certify that all information in the Subscriber Report is true and correct. The Operator acknowledges that submission of the Subscriber Report in accordance with the provisions hereof is material to the Broadcaster.
5. The Operator shall maintain throughout the Term and for twelve (12) months thereafter (or such longer period as required by law) sufficient records to enable the Broadcaster to verify and ascertain (i) veracity of the Subscriber Reports submitted by the Operator, and (ii) the payments due to the Broadcaster hereunder.
Equipment
1. Procurement of Equipment
  1. IRDs used for decoding the signals of the Channels, details of which are specified in the Hardware Form, are provided by the Broadcaster to the Operator. The Viewing Card and/or CAM for the IRD shall always be provided by the Broadcaster to the Operator and shall at all times remain the property of the Broadcaster.
  2. In the event the Operator requests in writing, the Broadcaster may supply or cause to supply the Equipment in accordance with the current policy of the Broadcaster.
  3. Broadcaster may in its sole discretion require the Operator to make the following payments against delivery of the Equipment:
    1. Processing Fee: The Broadcaster may require the Operator to pay one-time non-refundable processing fee towards the Equipment for each Channel as per the Broadcaster’s policy.
    2. Replacement Fee: In case the Operator requires replacement of defective Equipment, the Operator shall pay a non-refundable service charge per IRD or per VC, as the case may be, for one-time replacement. The service charge amount shall be intimated by the Broadcaster based on the nature of defect in the IRD or VC as the case may be.
    3. Maintenance Fee: This fee will be charged to the Operator on annual basis at the sole discretion of the Broadcaster, in connection with the maintenance contract for maintaining the Equipment’s so provided by the Broadcaster.
    4. Courier/Taxes: The Operator shall pay the courier charges, taxes and other applicable levies and transportation charges for the Equipment.
  4. It is expressly agreed between the Parties that if within Fifteen (15) days from the date of dispatch of the Equipment to the Operator by the Broadcaster, the Operator does not intimate to the Broadcaster, the receipt or non-receipt of the Equipment then it will be deemed that the Operator has received the Equipment.
2. Equipment provided by the Broadcaster to the Operator shall at all times remain the property of the Broadcaster, and not of the Operator. The Broadcaster may require the Operator to pay a refundable security deposit (the "Security Deposit") before the Broadcaster delivers the Equipment to the Operator. The Security Deposit, if not received separately shall first be adjusted from the subscription fees paid by Operator and only after the same is fully adjusted, the balance amount paid would be apportioned towards the Monthly Subscription Fees payable by the Operator under the RIO Agreement and the unadjusted subscription fees shall be carried forward and shall become due and payable by the Operator accordingly. Upon the return of the Equipment to the Broadcaster by the Operator, the Broadcaster will refund the Security Deposit, subject to deduction of any amounts to cover any damage s to the Equipment, which shall be determined by the Broadcaster at its sole discretion. Further, in the event the Operator fails to return the Equipment to the Broadcaster, the Operator shall be liable to pay a sum of Rs. 1,000/- (Rupees One Thousand only) per day per IRD to the Broadcaster for the period during which the default continues.
3. The Broadcaster makes no representation or warranty as to the capabilities of the Equipment provided by it to the Operator and the Equipment shall be provided on “as is where is” basis. The Broadcaster shall not under any circumstances be responsible or liable for any malfunctions of such Equipment. However, in the event such Equipment require repair or replacement, the Operator may send a written request (email permitted) to the Broadcaster and the Broadcaster shall endeavour to have the Equipment repaired or replaced at the Broadcaster's sole discretion, subject to the Broadcaster's policies. All Equipment provided by the Broadcaster to the Operator shall be returned to the Broadcaster as directed by the Broadcaster immediately upon expiry or prior termination of the Agreement.
4. The Operator undertakes and covenants that each Equipment provided by the Broadcaster to the Operator:
  1. shall be kept at a secure location approved by the Broadcaster in writing and the same shall not be moved from the installation address as specified in Hardware Form. The Operator grants the Broadcaster and/or its authorized agents the right at any time to enter the installation address to verify the presence of, and to inspect and test, each Equipment at the installation address. In the event any Equipment is missing, the Broadcaster will be entitled to take any action in law,
    
    including under existing criminal laws, to recover such Equipment. Further, in t he event any Equipment is lost, misplaced, stolen, or is in any manner alienated from the Operator's possession, the Operator shall immediately inform the Broadcaster of the same, with a copy of the relevant report lodged with the law enforcement authorities. The Operator shall also immediately initiate all steps that may be possible for the recovery of such Equipment, including but not limited to legal action in a court of law. It is, however, made abundantly clear that all costs incurred or to be incurred for the recovery of the Equipment shall be borne solely by the Operator. In case such Equipment is not recovered, the Security Deposit shall be transferred to the Broadcaster in lieu of such Equipment and the Operator agrees that the Broadcaster shall be free to recover the balance costs, if any, of such Equipment from the Operator;
  2. is not opened, tampered with or reverse engineered in any manner whatsoever. In the event that the hologram seal affixed to the IRD is tampered with while the IRD is in the possession of the Operator, the Broadcaster may suspend the delivery of the Channels (after complying with the Applicable Laws) without any liability and the delivery of the Channels will be restored only at the Broadcaster's discretion and subject to the Operator paying a non- refundable reactivation fee of Rs. 5000/- (Rupees Five Thousand only) per Channel or higher as per the existing policies of the Broadcaster for each such event of suspension. The Operator acknowledges that the reactivation fee is not a penalty but a reasonable cost to be incurred by the Broadcaster for the restoration of the Channels after suspension. If the seal of the IRD is found to be broken, the Broadcaster may take back possession of the IRD and forfeit the Security Deposit of the Operator. Further, the Broadcaster shall be free to recover the balance cost, if any, of such IRD from the Operator if the Security Deposit does not cover the cost of such IRD. The Operator agrees to use the Equipment only in accordance with the technical specifications established by the manufacturer of the Equipment;
  3. is not sold, assigned, pledged or otherwise transferred to any third-party and/or transferred to any other location in breach of this Agreement,
  4. shall be returned forthwith to the Broadcaster in the event the Operator merges or amalgamates with another entity or ceases to operate its Platform; and
5. The Operator understands that mere possession of the Equipment and making all payments relating to it does not guarantee access to the Channels, if the remaining clauses of the Agreement are not adhered to.
6. In the event the Operator fails to pay the Monthly Subscription Fees and/or upon expiry or termination of the Agreement, the Broadcaster shall be entitled to take back the possession of the Equipment from the Operator and deactivate the Viewing Cards.
7. In order to recover possession of the Equipment from the Operator, the Operator shall ensure that the authorized personnel of the Broadcaster are provided with unobstructed access to the premises of the Operator where the Equipment are installed and take possession of the same. The Operator shall not interfere with such procedure when such authorized personnel of the Broadcaster visit the premises during normal office hours.
Anti-Piracy
1. In order to prevent theft, Piracy, unauthorized retransmissions, redistribution or exhibition, copying or duplication of any Channel(s), in whole or in part, (hereinafter collectively referred to as "Piracy"), the Operator shall, prior to the commencement of the Term and at all times during the Term, deploy, maintain, and enforce fully effective and internationally renowned state of the art technology on the Platform and conditional access delivery and content protection and security systems, a tamper proof environment in its operations and related physical security and operational procedures (hereinafter collectively referred to the "Security Systems") as may be specified in a non- discriminatory manner hereunder or in writing, from time to time, by the Broadcaster. The Operator shall comply with the Anti-Piracy Requirements set out in herein and in SCHEDULE G and also provide the full and complete information for conducting Technical Validation by the auditors, empaneled by the Authority for conducting such Audit, by furnishing details outlined in SCHEDULE H attached herewith.
2. To ensure the Operator's ongoing compliance with the security requirements as set out in this Agreement, the Broadcaster may require technical validations ("Technical Validations/Audit") to be conducted by Empaneled Auditor, at the Broadcaster's cost and expense. If the results of any Technical Validation are not found to be satisfactory
  
  by either the Operator or the Broadcaster, then the Operator shall work with the Broadcaster in resolving this issue in the next fourteen (14) business days. The Operator shall, if required forthwith resort to appropriate remedial measures, by way of adopting appropriate state of the art or next generation technology that shall improve the accuracy and efficacy of the Security Systems. If a solution is not reached to the Broadcaster’s satisfaction by the end of said Fourteen
  
  (14) days then, the Broadcaster may, in its sole discretion, suspend the 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 the Broadcaster's satisfaction. The Operator shall bear the cost and expenseof any subsequent Technical Audit to verify that the systems, procedures and security measures have been corrected by the Operator to the Broadcaster's satisfaction. For avoidance of doubt, Technical Validation/Technical Audit is not an Audit as per Regulation 10(7) and/or Regulation 15 of the Interconnection Regulations, as amended from time to time and conduct of this validation shall not in any way be construed as conduct of the Broadcaster caused Audit.
3. For every Technical Validation referred to above, the Operator shall make available all the records, systems information and details for validation by Empaneled Auditor along with the Broadcaster’s authorized representatives on reasonable notice to the Operator, during normal business hours during the term of the Agreement and for 1 (one) year after the termination of this Agreement. Provided further that neither the Broadcaster’s acceptance of any such information nor payment for any deficiency or Broadcaster's validation of the Operator’s records or accounts shall prevent the Broadcaster from later disputing the accuracy or completeness of any payment made or information supplied by the Operator. The Broadcaster and its representatives shall be entitled to visit all offices, head ends, control room and other locations (of the Operator and/or, any of its sub operator) for any such Validation. The Operator undertakes to provide and cause to provide access to all offices, head ends, control room and other locations (of the Operator and/or, any of its sub operator) for any such validation by the Broadcaster or its representatives.
4. The Operator shall deploy Fingerprinting mechanisms to detect any Piracy, violation of copyright and unauthorized viewing of the Channel(s), distributed/transmitted through its Platform at least once every Ten (10) minutes on 24 x 7 x 365(6- leap year) basis. The Operator undertakes to initiate the Fingerprinting as and when requested by the Broadcaster, in the event any Piracy is detected.
5. The Operator shall comply with all content protection measures that may be specified by the Broadcaster from timeto time and shall report compliance to Broadcaster in a timely manner as may be required and specified by the Broadcaster. The Operator shall also allow the Broadcaster full access to systems and controls for the Broadcaster to be satisfied that the Operator is fully compliant with such content protection measures as may be specified by the the Broadcaster in this regard.
6. The Operator shall not allow unauthorized taping or receipt of the Channels. The Operator shall not authorize, cause or suffer any portion of the Channel(s) to be recorded, duplicated, cablecast, exhibited or otherwise used for any purpose other than for linear distribution by Operator at the time the Channel(s) is made available. The Operator shall not authorize or permit infringement of any copyrighted material exhibited on the Channel(s), or use the rights granted to it under this Agreement for any unlawful purpose.
7. If the Operator becomes aware that any unauthorized third party is recording, duplicating, cablecasting, exhibiting or otherwise using the Channel(s) for any other purpose, the Operator shall immediately notify the Broadcaster and the Operator shall switch off the concerned Set Top Box to prevent such unauthorized use. However, use of a Set Top Box with the Recorder facility which has been supplied to the Subscribers by the Operator shall not be treated as unauthorized use; provided (a) such Recorder facility in the STB complies with the terms of this Agreement; (b) such STB is used in accordance with the terms and conditions of the Interconnection Agreement between the Operator and the Subscriber, (c) the Subscriber uses it strictly for non-commercial use and personal consumption.
8. If so instructed by the Broadcaster, the Operator shall shut off or de-authorize the transmission to any unauthorized Subscriber indulging in Piracy, within five minutes from the time it receives such instruction from the Broadcaster, Within six (6) months of signing of this Agreement the Operator shall setup a portal where access is provided to the Broadcaster representative to directly switch off STB which is indulging in Piracy. Any communication under this clause shall be considered as valid information only if the information is sent through official e-mail of a designated officer of the Broadcaster. However, such foregoing information may even be provided by the Broadcaster representatives through
  
  other means of communications such as telephonic message, fax, etc. and the said information shall later be confirmed by Broadcaster through e-mail and the Operator shall be under an obligation to act upon such information relating to Piracy and switch off the concerned STB.
9. In such instances where the Operator is the only party that is allowed to initiate legal action against an unauthorized Party, including, but not limited to, the filing of criminal complaints against such unauthorized Party, the Operator agrees to grant necessary rights to the Broadcaster to initiate legal action. In the event the Broadcaster cannot initiate such legal action against an unauthorized party, for want of locus standi, the Operator agrees to initiate the same. In all cases where legal action is initiated by the Broadcaster, the Operator agrees to provide the Broadcaster with all the necessary/required assistance.
10. In addition to the above, the Operator shall, at its own expense, take all necessary steps to comply with the obligations set forth in SCHEDULE F and SCHEDULE G.
Audit and Subscriber Management System
1. The Operator shall once in a calendar year cause Audit of its Subscriber Management System (SMS), ConditionalAccess System (CAS) and other related systems from such auditors as empaneled by TRAI from time to time under the TRAI Regulations to confirm inter alia whether their SMS, CAS and other related systems are in compliance with the TRAI Regulations and also to verify and confirm whether the monthly Subscriber Reports made available by the Operator to Broadcasters are complete, true and correct, and issue an Audit report to this effect to the Broadcaster within 24 hours of receipt of the said report from the Auditor at email id shaliniverma@indiatvnews.com. The Operator shall obtain a certificate from such Auditor that the Operator’s digital addressable systems meets the requirements specified under the TRAI Regulations provided that failure to complywith this provision by the Operator will constitute a material breach of this Agreement. The Audit caused by theOperator shall be scheduled in such a manner that there is a gap of at-least six (6) months between the Audits of twoconsecutive calendar years. Further, there should not be a gap of more than eighteen (18) months between Audits of two consecutive calendar years. The Operator shall give thirty (30) days’ prior written notice to Broadcaster at shaliniverma@indiatvnews.com before causing the Audit of its Addressable Systems. Provided the Audit and penalty under this clause shall be as per notification namely, “The Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) (Amendment) Regulations” issued by TRAI on 30.10.2019 (and as may be amended from time to time).
2. In the event, the Broadcaster is not satisfied with the report received by the Operator under Clause 10.1 of this Agreement or, if in the opinion of Broadcaster the addressable system being used by the Operator does not meet requirements specified under the Schedule III and Schedule IX of Interconnection Regulation . The Broadcaster shall have the right to review and/or cause Audit from such auditors as empaneled by TRAI of the SMS, CAS, other related systems and records of SMS and CAS of the Operator relating to the Channels for the purpose of verifying the amounts payable to the Broadcaster under the Agreement once in a year, the information contained in Subscriber Reports and full compliance with the terms and conditions of the Agreement, for which the Operator shall provide full co - operation. The scope of the said Audit will be as defined in SCHEDULE H
3. H to this Agreement. The Operator shall be under a legal obligation to revert within four (4) days (“Revert Period”) after a request is received for Audit from Broadcaster, so that the Audit exercise can be undertaken at a date before end of fifteen (15) day period. In the event the Operator fails to respond or fails to provide a convenient date for Audit falling within a month of the request date then in such an event, BROADCASTER shall at its discretion levy an additional charge equivalent to ten percent (10%) of one month’s Subscription Fee paid by the Operator for the previous month. For the avoidance of doubt it is clarified that the additional charge of 10% as referred to above shall continue to be levied on incremental monthly basis till the Audit is commenced. If such review and or Audit reveals that additional fees are payable to the Broadcaster, then after measurement of such incremental Fees (which should be done by Broadcaster by 10 th day from the end of review/Audit), the Broadcaster shall raise invoice on the Operator for payment of differential Fees. Further such date of determination shall be deemed to be the completion of event for the differential Fees to be paid by the Operator. The Operator shall immediately pay such fees, as increased by interest rate @18% per annum, failing which the Broadcaster may, notwithstanding anything contained elsewhere in the Agreement, suspend any of the Channel or terminate this Agreement, by giving such notice to Operator as is required under applicable TRAI regulations, without prejudice to the Broadcaster's right to claim the additional fees. If any fees due for any period exceed the fees reported by
  
  the Operator to be due for such period, by two (2) percent or more, the Operator shall pay all of the Broadcaster's costs incurred in connection with such review and/or Audit and take any necessary actions to avoid such errors in the future. At the end of each of these Audits, the Operator shall provide the Broadcaster with a current date Channel- wise (Bouquet/A- la -carte) Subscriber Report from its SMS, certified by its SMS manufacturer/vendor. In the event during the Audit exercise if it is found that the Operator has not informed BROADCASTER about any change/replacement of its existing SMS/CAS system declared at the time of execution of the Agreement or in case where the Operator has introduced and is making use of one or more SMS/CAS systems for which it has not declared true and correct Subscribers count along with the choice of Channels subscribed by the Subscribers then in such an event BROADCASTER shallat its discretion, charge for such additional Subscribers attributable to such supplementary/additional SMS/CAS systems with a penalty @ 100% of the MRP for such Channels from the date of Agreement. For example, if the undeclared number of Subscribers is say 500 and the MRP share of BROADCASTER is Rs. X, then in such a scenario the Operator shall be liable to pay X multiplied by 2 times (1 time is pertaining to the basic MRP and additional 1 time is attributable to 100% penalty).
4. The Operator shall maintain at its own expense the SMS, capable of, at a minimum:
  1. maintaining a computerized customer database capable of recording adequate details of each Subscriber, including name, address, chosen method of payment and billing;
  2. administering subscriptions of Subscribers by producing and distributing contracts for new Subscribers and setting up and maintaining an IT enabled infrastructure whereby Subscriber contracts are collected, returned and recorded in the SMS database for ongoing administration;
  3. 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;
  4. administering payments of any commission fees from time to time payable to the Operator's authorized agents for the sale to Subscribers of programming packages;
  5. obtaining and distributing receivers and smart cards, if applicable, to Subscribers, and issue replacement smart cards from time to time in its discretion; and
  6. that will enable new Subscribers via the SMS over-the-air addressing system and disable defaulting Subscribers.
5. In addition to the various rights and remedies as may be available under law, any breach by or on the part of the Operator with regard to the above covenants shall be construed as material breach of this Agreement causing substantial loss to the Broadcaster. Provided that nothing stated herein above amounts to waiver by the Broadcaster of its right to deactivate the signals of its Channels as per Applicable Law, if such Audit reveals that the addressable system being used by the Operator does not meet the requirements specified in the Telecommunications (Broadcasting & Cable) Services Interconnection (Addressable Systems) Regulations, 2017 and the Telecommunications (Broadcasting & Cable) Services Digital (Addressable Systems) Audit Manual dated 8th November 2019 (“Audit Manual”) (as may be amended form time to time).
6. The Operator shall be under a legal obligation to revert within five (5) days (“Revert Period”) after a request is received for Audit from Broadcaster. In the event the Operator fails to respond or fails to provide a convenient date for Audit falling within two (2) weeks of the request date then in such an event, it shall be deemed to be refusal on the part of the Operator to allow the Broadcaster to conduct Audit. Accordingly, the Broadcaster would be entitled to disconnect the signals of the Channels of the Broadcaster after following due process of Applicable Law.
7. The Operator acknowledges that in the event the Operator confirms a date for Audit of its System to the Broadcaster and consequently the TRAI Empanelled Auditor appointed by the Broadcaster along with the Broadcaster’s representative reaches the Operator’s headend on the scheduled Audit date and where the Audit is cancelled or postponed or abandoned, due to any reason attributable to the Operator, in such a case entire cost for the said Audit (including but not limited to cost towards travelling, lodging and boarding of the entire team) shall stand to the account of the Operator as due and payable to the Broadcaster. The Operator agrees to pay the aforesaid cost to the Broadcaster upon a demand being raised by the Broadcaster on the Operator in this regard.
8. The Operator hall allow presence of not more than 2 BROADCASTER representatives during the Broadcaster caused Audit in accordance with this Agreement.
9. The Operator shall provide full cooperation to the empanelled auditors appointed by BROADCASTER in order to carry out the Audit including but not limited to granting unfettered, unqualified and unrestricted access to Operator’s facilities and systems including but not limited to SMS, CAS, IT, billing, and other systems and providing documents as may be required by the auditors. Operator shall have no objection to the auditors carrying or using their own equipment, systems including but not limited to laptops, software and hardware for conducting such Audit and shall be provided with free ingress and egress from the premises wherein such Audit is conducted. The Operator shallnot refuse, oppose, or defeat data retrieval, data storage, or data analysis by the auditor at any stage during the Audit. The auditor shall own and possess all working data. Further, the auditor shall be free to decide and devise the methodology and the manner for conducting the Audit. The provisions contained in this Clause shall also apply to Technical Validations as stated in Clause 15 herein below. Any breach by or on the part of the Operator with regard to the above covenants shall be construed as material breach of this Agreement.
10. The Operator shall maintain all the relevant records including but not limited to the records pertaining to packaging, penetration, LCN of BROADCASTER Channels along with sequential positioning thereof within the genre and shall submit the monthly report thereof in a stipulated format to BROADCASTER.
Representations and Warranties
1. The Operator represents, covenants, warrants and undertakes to the Broadcaster as follows:
  1. it has requisite power and authority to enter into the Agreement and to fully perform its obligations hereunder;
  2. by executing this Agreement, the Operator is not in breach of any of the provisions contained in any other Agreement executed by the Operator with any third-party;
  3. it has the appropriate net worth, necessary infrastructure including office, support staff and the Equipment for running the Platform smoothly and efficiently and discharging its entire obligations under this Agreement;
  4. it shall abide by the Applicable Laws including the Cable TV Act and Interconnection Regulations;
  5. it shall duly inform the Broadcaster in the event of any changes or termination in its registration/license;
  6. the STBs, CAS and SMS shall comply with the Technical Specifications and the Operator agrees that the STBs and their installed CAS microchip used by the Subscribers shall prohibit use of digital outputs; it shall provide the accurate Subscriber Reports and pay the Monthly Subscription Fees on the Due Dates, together with applicable taxes;
  7. it shall not retransmit the Channels via any medium other than the Operator’s Platform;
  8. it shall provide the Broadcaster with 10 STBs for which the Broadcaster shall pay applicable charges authorized for every Channel distributed by the Operator for monitoring the Anti-Piracy;
  9. it shall maintain for the Channels first-class signal transmission quality in accordance with the highest international industry standards. The Operator shall 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) that meets or exceeds 99.95% reliability per month (which represents service outages incurred by Subscribers not exceeding approximately 22 minutes per month) without any interruption or deviation from the daily transmission schedule, and shall immediately notify the Broadcaster of any degradation to signal of any of the Channels;
  10. it shall ensure that EPG functionality, user interface and on-screen display (“OSD”) appears at the Subscriber’s option provided such interface appears at the bottom part of the screen and does not cover more than 10 % of the television screen size and does not obscure the program on the Channel;
  11. it undertakes not to, either itself or through others, copy, tape or otherwise reproduce any part of the Channels;
  12. it shall not copy or tape program for resale or deal in any copied program and shall immediately notify the Broadcaster of any unauthorized copying, taping or use of any part of the Channels and shall fully cooperate with all requests by
    
    the Broadcaster to take such steps as are reasonable and appropriate to cause such activities to cease;
  13. the content stored in the PVR or DVR shall always be encrypted and shall not be capable of transfer to and/or playon other devices;
  14. it shall not push content onto the STBs, there shall not be automatic advertisement skipping function and/or the Operator shall not create a virtual video-on-demand or other on demand service in respect of the Channels;
  15. it shall not discourage in any manner whatsoever the Subscribers and/or general public at large from not subscribing to the Channel(s) and/or it shall not engage in any kind of negative marketing/advertising/running scrolls that may discourage the Subscribers and/or general public at large from subscribing the Channel(s);
  16. it shall not modify, misuse or tamper with the Equipment including the seal (paper or holographic seal to prevent opening of the Equipment) or any signals emanating therefrom in a manner that prevents the correct identification of the Equipment by their original identification code or interferes with the signals emanating therefrom;
  17. it shall keep the Equipment in good and serviceable order and condition to the satisfaction of the Broadcaster and bear all expenses for general repairs and maintenance of the same and it shall immediately notify the Broadcaster in the event of any mechanical/technical fault in the Equipment;
  18. it undertakes to pay all duties, taxes, fees and other outgoings payable in respect of the Equipment as and when the same becomes due and payable and shall indemnify the Broadcaster against any default or non-payments in this regard;
  19. upon expiry/termination of the Agreement, it shall return to the Broadcaster the Equipment in good working condition and pay to the Broadcaster all outstanding payments that may be payable to the Broadcaster under the Agreement on the date of termination;
  20. it further ensures that the Channels shall only be activated through the digital addressable STB which meets the specifications prescribed by BIS ;
  21. once the Channels are included in a Bouquet, the Operator shall not stop exhibition of the Channels without strictly following the procedure prescribed for changing the composition of the Bouquet under the QoS;
  22. it shall allow distinct choice of Channels and Bouquets of Channels to each TV connection or Set Top Box in a Multi TV Home.
  23. it shall comply and remain fully compliant with the terms of this Agreement at all times during the Term;
  24. it shall not make its Subscribers take other Channels or services or fulfil any other commercial consideration, apart from network capacity fees as stipulated by TRAI/Applicable Laws, as a precondition to receive the signals of the Broadcaster;
  25. it shall not pledge, charge or encumber or in any way part with the possession of the Equipment without the prior written permission of the Broadcaster;
  26. none of the Broadcaster’s Channels shall be included in any package or tier that contains any Channel with pornographic content or any gambling Channel or any Channel which is prohibited to be broadcasted under the Applicable Laws;
  27. 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;
  28. It is financially solvent and is capable of discharging its payment obligations under this Agreement; and
  29. It shall not discontinue carrying the television Channel(s) of the Broadcaster on its network unless the requirement as regards the discontinuation threshold for a television Channel as prescribed in Schedule VIII of Regulation 4(8) of the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations 2017 as amended by the2020 Amendment Regulations ; is fulfilled.
  30. The Operator hereby agrees to read, understand and comply with BROADCASTER’s code of conduct as updated from time to time, and located at www.indiatvnews.com (“Code”) and agrees to conduct business in strict legal compliance and with the highest ethical standards. The Operator further agrees to comply with BROADCASTER’s Whistle Blower Policy, as updated from time to time, and located at www.indiatvnews.com (“WBP”).The Operator further agrees to report to BROADCASTER about any form of corruption (including without limitation financial malpractice, dishonesty, money laundering, corruption and fraud), or any other unethical and/or suspected behaviour that may impact BROADCASTER in any manner during the Term of this Agreement. The Operator shall duly disseminate the details of the WBP and contact number of the Vigilance Officer to all their employees, representatives, agents and business associates.
2. Other Obligations of the Operator
  1. The Operator shall intimate BROADCASTER promptly in writing, regarding the proposed merger, de-merger, amalgamation, consolidation, reorganization, joint venture, corporate restructuring or any other business arrangement involving the Operator or any change of control/management or acquisition of majority stake or controlling stake of the Operator by any other entity or acquisition by the Operator of a majority stake or a controlling stake in any other entity or selling the whole or a substantial portion of the Operator’s assets and/ or purchasing by the Operator of the whole or a substantial portion of the assets of another entity (“Change Event”). In the event of the aforementioned scenarios, BROADCASTER reserves its right to deactivate the signals of the BROADCASTER Channels to the Operator’s network as per Applicable Laws.
    
    If the Operator merges with, acquires or is acquired by a competing distribution platform operator operating in the Authorized Area (“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/s pursuant to this Agreement or the Operator distributes the said Channel to the Subscribers of the Competing Platform, the Operator or the successor company shall be obligated to pay the Broadcaster the Monthly Subscription Fee from the effective date of the merger, on the basis of this Agreement within thirty (30) days from the date of the merger based on the revised Subscriber base of Operator and the Competing Platform or the successor company/Affiliates/joint ventures/networks (as the case maybe).
    
    If the Operator merges with, acquires or is acquired by a Competing Platform and the Channel(s) are carried on Platform and the Competing Platform, then the Monthly Subscription Fee payable by the combined entity / Platform would be in accordance with the respective Agreements of the Broadcaster, with the Platform and Competing Platform prior to such merger, till a fresh Agreement is entered into with the Broadcaster for the combined entity.
    
    Without prejudice to the aforesaid provisions, the Operator agrees not to connect or make available the signals of the Channels through the distribution system/DAS to any Independent Affiliate, having outstanding arrears payable to the Broadcaster, without the Broadcaster’s prior written consent vide a written Agreement. The Broadcaster has the right to withhold such consent in its sole discretion, till such time that the Independent Affiliate or the Operator does not clear all the outstanding amounts payable by the Independent Affiliate to the Broadcaster for such time the Independent Affiliate has been availing the signals of the Channels.
    
    The Operator further agrees to intimate BROADCASTER regarding a proposed Change Event promptly by submitting the Service Form 5 for Change of Control made available on BROADCASTER’s website. In which event, BROADCASTER reserves its rightto deactivate the signals of the Channels as per Applicable Laws
  2. The Operator shall not offer limited period exhibition of any Channel(s) to the Subscribers.
  3. The Operator shall not distribute the Channels outside the Authorized Area through any other mode without the express written consent/Agreement of the Broadcaster.
  4. The Operator shall display name and maximum retail price of all the Channels opted by the Operator in its EPG.
  5. Any Agreement entered into by the Operator, its sub-operators and their respective Affiliates with a Subscriber shall not relieve the Operator, its sub-operators and their respective Affiliates of any of their obligations under this Agreement and the Operator shall ensure that such Agreements are not in any way prejudicial to the rights and obligations between the Parties as set out in this Agreement.
  6. The Operator shall offer to all Subscribers the Channel offered by the Broadcaster for which Interconnection Agreement has been signed with the Broadcaster.
  7. The Operator shall make the payment of Monthly Subscription Fee irrespective of the Operator’s collection of the invoiced Monthly Subscription Fee from its sub-operator/Affiliate/LCOs/Subscribers in a timely manner, the Operator shall pay the Monthly Subscription Fee on or before the Due Date prescribed in this Agreement.
  8. The Operator undertakes that it shall ensure and cause its Affiliates/LCOs who would be transmitting the signals of the Channels to the Subscriber to comply with the terms of this Agreement and the requisite TRAI Regulations. The Operator acknowledges that in case of breach of this undertaking the Broadcaster shall be entitled to switch off the signals of the Channels. The Operator shall also provide details of such Affiliates/LCOs and keep the Broadcaster updated in this regard from time to time.
  9. In case the Operator operates through any of its joint venture/Affiliate/associate Network(s) in different parts of the cities/country then it shall be the sole responsibility and obligation of the Operator to clear all the entire accumulated arrears/dues which are not paid by any such joint venture/Affiliate/associate entities of the Operator to the Broadcaster in DAS I, DAS II, DAS III and DAS IV areas referred to as “DAS” notified areas. Further it is also agreed by the Operator that any other Independent Affiliate taken over by the Operator during the Term of this Agreement shall be treated as JVs and the Operator shall be liable to make additional payment for such JVs acquired during the Term of this Agreement.
  10. The Operator acknowledges and agrees that if it facilitates the broadcast of the competition Channels in the same genre in multiple languages, the Operator shall extend the same facility to the Broadcaster’s Channels as well at no additional cost.
Intellectual Property
1. Unless notified to the contrary by the Broadcaster, in all trade references, advertising, promotion and marketing, the Channels shall be referred to exclusively as designated herein. As between the Broadcaster and the Operator, Intellectual Property over the Channels, marks associated with the Channels, logo, and names shall belong exclusively to the Broadcaster or its Affiliates or Broadcaster’s rights holder (collectively referred to as “ IP Owners”). The Operator shall not claim adversely to or challenge the rights of the IP Owners with respect to any Intellectual Property thereof. To the extent any of such rights are deemed to accrue to the Operator, the Operator agrees that such rights are the exclusive property of the respective IP Owners and agrees to renounce such rights and sign all necessary documents which the Broadcaster may require the Operator to do. The Operator shall not use any material contained in any of the Intellectual Property without the prior written consent of the Broadcaster. If the Broadcaster authorizes such use, the Operator shall use such Intellectual Property in connection with the Channels only and only in accordance with the Broadcaster's written instructions. The Broadcaster reserves the right to inspect any such material at any time without prior notice. The Operator shall not use any Intellectual Property as part of a corporate name or of a trade name or seek to register any Intellectual Property which in the Broadcaster’s opinion is colorable imitation or deceptively similar to the Intellectual Property. The Operator shall include appropriate copyright and other legal notices as the Broadcaster may require and shall promptly call to the attention of the Broadcaster the use of any Intellectual Property, or of any names or marks that resemble any Intellectual Property by any third party in the Authorized Area. The Operator shall within ten (10) days after termination of this Agreement return to the Broadcaster, or at the Broadcaster's request, destroy all material, used for the purpose of printing or reproducing, any Intellectual Property or any other names or marks that in the opinion of the Broadcaster are similar to any Intellectual Property, and shall transfer or cause to be transferred to the IP Owners (and at no cost to Broadcaster or any of the IP Owners) all interest in and to any graphic representation created by or for the Operator of any Intellectual Property.
2. The Operator shall not use any Intellectual Property for any other purposes including marketing and promotional purposes, except for the purpose of promoting the availability of the Channels on the Platform subject to prior written approval of the Broadcaster. However, the Operator can use the Channel Marks to promote the Channel(s) through program guide, program listing and for the purpose of displaying the EPG if any.
3. The Operator shall use its best efforts to promote an awareness of the Channel among its Subscribers and potential Subscribers. The Operator acknowledges that the Channel Marks and associated marks and names (and the names of programs which appear in the service) are and shall remain the exclusive property of the Broadcaster /IP Owners and its licensor(s), as applicable. The Operator has not and shall not acquire any proprietary or other rights or interests therein by reason of this Agreement. The Broadcaster shall have the sole discretion to approve the use of such Channel Marks by the Operator with respect to the programs included in the Channels. The Operator shall keep fully confidential and shall not publish or disseminate any material or information which violates any conditions imposed by the Broadcaster or its program suppliers/licensor(s) and disclosed to Operator by the Broadcaster for the purpose of this Agreement.
Advertising/ Marketing/Promotion
1. The Operator shall promote the Channels in the same manner and to the same extent as any other Channels distributed by the Operator on its Platform; provided that the Operator may carry out any specific promotion with respect to certain specific Channels, if such Channels provide the Operator with financial assistance with respect to such promotion. Notwithstanding the foregoing, the Operator agrees that it shall provide the Broadcaster with the same opportunity to carry out specific promotions for the Channels. Moreover, the Operator 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, the Operator shall use only promotional material provided or pre -approvedby the Broadcaster in strict adherence to the Broadcaster's instructions or if the marketing materials for the Channels are created by or on behalf of the Operator, these must be submitted to the Broadcaster for the Broadcaster's prior written approval. The Broadcaster shall make available to the Operator promotional and marketing materials in accordance with the Broadcaster's prevailing current practices. The Broadcaster may, from time to time, undertake marketing tests and public polls or other research in connection with the Channels. The Operator shall cooperate with the Broadcaster in such research by making available information reasonably requested by Broadcaster including the relevant data and address details of its Subscribers. The Broadcaster and Operator agree to discuss joint marketing efforts and the coordination of marketing and promotion for the Channels and the Platform.
2. Notwithstanding anything contained elsewhere in this Agreement, the Operator shall not, without the prior written permission of the Broadcaster promote or associate itself in any manner whatsoever with any programming carriedon the Channels. Specifically, the Operator shall not market, promote or in any other manner whatsoever seek to draw any association between the Operator and any program on the Channels. The Operator may only use the official logo of the Channels for any non-commercial purpose, promotional or marketing of the Channels on the Operator's network and provided such use is first approved by the Broadcaster in writing.
3. The Operator shall not:
  1. 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 program on the Channels;
  2. use or exploit any of the logos or marks or the title of any event, show or program 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
  3. 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.
Term
1. Unless terminated in accordance with the terms hereof, this Agreement shall be valid for such time period as specified herein, forming part of this Agreement which shall not exceed twelve (12) months from Agreement Start Date.
2. The Parties shall enter into new written Interconnection Agreement before the expiry of this Agreement. BROADCASTER will send a written notice to the Operator at least sixty (60) days prior to date of expiry of this Agreement to enter into new Interconnection Agreement.
  
  Provided further that if the Parties fail to enter into new Interconnection Agreement before the date of expiry of this Agreement, BROADCASTER will disconnect the retransmission of the signals of the Channels on the expiry date of this Agreement.
  
  Provided further that the Operator shall, fifteen (15) days prior to the date of expiry of this Agreement, inform its Subscribers through scrolls on its Platform:
  1. the date of expiry of this Agreement;
  2. the date of disconnection of signals of BROADCASTER Channels in event of its failure to enter into new InterconnectionAgreement.
3. Any signed Agreement from the Operator shall not be legally binding if it is received after a new version of RIO/ Agreement is uploaded by BROADCASTER on its website. In the event BROADCASTER modifies and uploads a revised RIO/ Agreement on its website, any unexecuted Agreement(s) of previous RIO versions shall be null and void.
Termination and Suspension
1. Subject to Applicable Law and without prejudice to other rights and remedies available to BROADCASTER under this Agreement and Applicable Law, either Party shall have a right to terminate the Agreement forthwith/by providing a prior Disconnection Notice to the other Party in the event of:
  1. any material breach of the Agreement by the other Party which has not been cured within twenty -one (21) days of being required in writing to do so;
  2. the bankruptcy, insolvency or appointment of receiver over the assets of the other Party or admission of any winding
    
    up petition against the other Party; or
  3. The Operator’s License or any other material license necessary for the Operator to operate its Platform being revoked at any time other than due to the fault of the Operator.
2. The Broadcaster shall have the right in its sole discretion to forthwith suspend the delivery of Channels and/or terminate the Agreement forthwith/by providing a prior Disconnection Notice as per Applicable Laws to the Operator in any of the following events:
  1. revocation, termination or suspension of the Operator’s License or any other material license necessary for the Operator to operate its Platform;
  2. any material breach of the Agreement which in the Broadcaster’s sole opinion is not capable of a remedy;
  3. any breach of the Agreement which, if capable of a remedy within ten (10) days’ notice period, is not remedied by the Operator to the satisfaction of the Broadcaster during the period of Disconnection Notice;
  4. If Operator fails to make payment of the Monthly Subscription Fees on or before the Due Date;
  5. material breach related to non-submission of Subscriber Report
  6. material breach related to Anti-Piracy, if such breach is not cured within the initial notice period of two (2) days
  7. If there is a change in the ownership, management or control of the Operator which is not pre-approved by the Broadcaster.
  8. The Operator fails to execute the fresh Interconnection Agreement on the expiry of the Agreement as set out hereinabove.
  It is hereby clarified between the Parties hereto that during the Term of the Agreement, if supply of signals of the Channels of the Broadcaster has been discontinued to Operator’s network inter alia due to non -payment of the Monthly Subscription Fees / non-submission of MSRs / non- submission of Audit report/not allowing the Broadcaster to Audit the system/ non-compliance of the Technical requirements (as mandated under the TRAI Regulations) as may have been pointed out by the TRAI Empanelled Auditor in the course of conduct of the Audit of the Operator’s SMS and CAS systems, the supply of signals may be reactivated/restored by the Broadcaster at its discretion upon the breach being
  
  remedied by the Operator to the satisfaction of the Broadcaster during the Term. In such an event, the Agreement shall be deemed to be valid only for the remainder period of the Term. However, in the event wherethe breach is not remedied during the validity of the Agreement, the signals may be reactivated by the Broadcaster only upon execution of a fresh Interconnection Agreement by the Operator and suitable remediation of the breach to the satisfaction of the Broadcaster.
3. The Operator shall have the right to terminate the Agreement if the Operator discontinues its business and providesat least 90 (ninety) days prior written notice to the Broadcaster.
4. The Broadcaster shall have the right to disconnect/discontinue any of the Channel or make changes in the nature or composition of the Channel(s) at any time by giving a prior written notice of 21 (twenty-one) days or such other notice period as mandated under the Applicable Laws.
5. The Broadcaster shall have the right to terminate this Agreement by a written notice to the Operator if the Operator breaches any of the Anti-Piracy Obligations and fails to cure such breach within ten (10) days of being required in writing to do so.
6. In the event the Applicable Laws are amended during the subsistence of this Agreement in a manner to remove the period for which the Disconnection Notice needs to remain valid before the signal of any or all of the Channels are switched off and accordingly the Agreement can be partially or wholly terminated respectively by the Broadcaster, the remedy period for Operator’s breach in Clause 15.2 (iii) shall be such period as may be prescribed by the Broadcaster in its Disconnection Notice to the Operator.
7. The Broadcaster shall have the right to discontinue/remove/withdraw Channel (“ Affected/Removed Channels”), as per Applicable Law and subject to Clause 15.4. Once a Channel becomes an Affected/Removed Channel, the same shall cease to be made available by the Broadcaster.
8. Upon expiry or termination of this Agreement for any reason:
  1. each Party shall return to the other Party the Confidential Information, all materials and information (including intellectual property) pertaining to the other party or destroy the same upon being advised to do so by the other party. The Operator shall forthwith cease to use the Confidential Information pertaining to the Broadcaster;
  2. the Operator shall return the Equipment supplied by the Broadcaster in accordance with the terms of this Agreement;
  3. the Operator shall cease to make any representations that it is associated with the Broadcaster or the Channels;
  4. Cease to distribute/re-transmit Broadcaster’s Channels to the Subscribers; and
  5. The Operator shall within seven (7) days from the date of termination deliver to the Broadcaster all due and pending Reports and shall pay all pending payments including interest accrued to the Broadcaster till date of deactivation.
9. Termination or expiry of this Agreement will not affect the Operator’s obligations that are meant to survive the expiry or termination of this Agreement including the payment of the Monthly Subscription Fees payable under this Agreement. For purposes of clarity, where the Agreement is terminated in accordance with the provisions hereof the Monthly Subscription Fees shall be payable until the Effective Date of termination.
10. Pursuant to Clause 15.2 of this Agreement and without derogating in any manner the right of the Broadcaster to terminate this Agreement, where Broadcaster opts to suspend this Agreement partially in respect of certain specified Channels (“Suspended Channels”) or whole of this Agreement in respect of all the Channels , then the Broadcaster shall have a right, in addition to all the other rights and remedies available to the Broadcaster in law, contract or equity, to claim the Monthly Subscription Fees in respect of all the Channels or the Suspended Channels, as the case may be, for the period starting from when the suspension is promulgated by the Broadcaster through and until the Agreement is either reinstated or terminated by the Broadcaster.
11. It is agreed and acknowledged by the Operator that if the Broadcaster chooses to terminate the Agreement in its entirety
  
  or partially in respect of certain Suspended Channels due to the Operator having failed to remedy the breach notified by the Broadcaster pursuant to Clause 15.2 due to which the Broadcaster had suspended the Agreement, The Broadcaster may not be required to provide a fresh Disconnection Notice if it is not required by the Applicable Laws.
12. The provisions of clause related to Indemnification, Limitation of Liability and Confidentiality shall survive the termination of this Agreement.
Indemnification, Limitation of Liability
1. The Operator shall indemnify and hold the Broadcaster and its respective officers, directors, employees, agents and Affiliates, harmless from and against any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and related costs) arising out of: (a ) the breach of any representation, warranty, covenant or undertaking made by the Operator hereunder or any other obligation of the Operator arising out of this Agreement; and
  
  (b) any third-party claims that are brought against the Broadcaster which arise due to breach of any terms of this Agreement or misrepresentation by the Operator or breach of a covenant, undertaking or warranty by the Operator. The Broadcaster shall notify the Operator in writing of the claim or action for which such indemnity applies.
2. The Broadcaster shall not be liable to the Operator, any Subscriber or to any third party, 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 Channels or inability to provide the same whether or not due to suspension, interruption or termination of the Channels or for any inconvenience due to deprival of any program or information whether attributable to any negligent act or omissionor otherwise.
3. The aggregate liability of the Broadcaster and its Affiliates to the Operator for any and all loss, damage, cost and expense arising out of or in connection with (and whether arising before or after termination of) this Agreement, whether in contract, tort (including negligence), pre-contract or other representations (other than fraudulent misrepresentations) or otherwise, shall not exceed the sum equal to the Monthly Subscription Fee for the last month actually paid by the Operator to the Broadcaster under this Agreement.
4. The Operator 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 Operator. Nothing in this Agreement or the contract(s) executed between the Subscriber and the Operator or its Affiliates or the LCOs shall entitle the Subscriber to receive the Channels from the Broadcaster or create any direct relationship between the Subscriber and the Broadcaster.
5. It is expressly understood and agreed between the Parties, that BROADCASTER shall have no liability or obligation whatsoever under this Agreement, towards the Operator, the Subscribers or any other person or Authority, arising from and/or in respect of:
  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 BROADCASTER’s instruction, or any use of the Equipment with any apparatus or Equipment not authorized by BROADCASTER, in which event BROADCASTER shall not be under any obligation to provide Operator with any other Equipment;
  2. deactivation, disconnection, interruption of BROADCASTER Channels or termination of this Agreement by BROADCASTER in accordance with the terms of this Agreement for any reason whatsoever (including without limitation on account of non-payment of the Monthly Subscription Fee by the Operator or on account of any other breach of this Agreement by the Operator); or
  3. failure on the part of the Operator to maintain the licenses and approvals required under Applicable Law;
  4. any delay or failure in the performance of this Agreement caused by any reason or event beyond the control of BROADCASTER;
  5. any inaction or default on the part of the Operator, its distributor or installer.
Governing Law and Jurisdiction
The RIO along with the Interconnection Agreement shall be governed by Indian laws. 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 RIO and/or Agreement and any instrument executed thereunder. Nothing contained in this Agreement shall be construed as restricting or limiting the right of the Broadcaster to take action for violation of its rights under all Applicable Laws.
Miscellaneous
1. Entire Agreement and binding effect
  1. This Agreement shall constitute the entire Agreement between the Parties with respect to the subject matter conta ined herein, and shall supersede all prior reference interconnect offer, Interconnection/Subscription Agreements, understandings, minutes of meetings, oral or written, with respect thereto. Subject to the terms and conditions hereof, this Agreement is binding upon and will inure to the benefit of the Parties and their respective successors.
  2. The Operator acknowledges that the Broadcaster reserves the right to modify this Agreement at its sole discretion.
2. Force Majeure
  1. If on account of a Force Majeure Event, either Party cannot perform its obligations hereunder for more than Thirty (30) days, then either Party shall be entitled to terminate this Agreement by providing the other Party a prior written notice of Fifteen (15) days or such other notice period as mandated under the Applicable Law.
  2. The Party affected by the Force Majeure Event must promptly notify the other Party in writing (that is within 48 hours) of the occurrence and nature of the Force Majeure Event, its impact and the mitigation plan. No such notice shall be necessary in case a regulation having the force of law which applies to the Parties upon its notification or publication for general information and qualifies as a Force Majeure Event.
  3. The Broadcaster shall not incur any liability if the Broadcaster fails to transmit or make available the Channels on account of Force Majeure Event. For the avoidance of doubt, if this Agreement is terminated pursuant to this clause 19.1, neither party shall have any liability to the other as a result of such termination (provided that rights and liabilities which accrued prior to such termination shall continue to subsist). Notwithstanding the foregoing or any stipulation to the contrary contained in this Agreement, the Monthly Subscription Fee shall accrue and be payable by the Operator subject to the Force Majeure Event for the period during which the Force Majeure Event continues and/or until the Agreement is terminated by the Broadcaster hereunder.
3. Confidentiality
  1. The Parties agree to keep all information confidential including without limitation, data pertaining to the business of the other party, details of the other party’s Affiliates, Subscriber details, Monthly Subscription Fees, pricing, information regarding the strategy and volume of business of the other Party strictly confidential at all times.
  2. Any information provided by one Party to the other Party under this Agreement is to be held strictly in confidence by the other Party and shall not be used by the other Party for a purpose other than the purpose for which it is intended under this Agreement without written consent of the other Party.
  3. Other than the existence of this Agreement and the terms of this Agreement which are or come to the public domain with no fault of either Party or due to the Applicable Laws, no terms or conditions herein, nor any matters relating to the course of dealings between the Parties including all Subscriber related information or any information pertain to the business of the Operator/Broadcaster 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, and except as may be required by any applicable government agency, regulatory body or court.
4. Notices
  
  All notices must be in writing sent during working hours, by personal delivery or courier or registered post or email to such address of the Broadcaster and the Operator as specified in this Agreement, unless otherwise notified in writing by either Party. A notice will be deemed to have been received by the other Party: (a) immediately when delivered via email or by personal delivery; (b) on the second business day when sent by courier; and (c) fifth business day when sent by registered post.
5. Assignment
  1. Notwithstanding anything contained in the Agreement, the Operator shall not have the right, without the prior written consent of the Broadcaster, to assign or transfer, in whole or in part, the Agreement or any of its rights or obligations hereunder to any third Party including its Affiliates. Upon any breach, whether actual, potential or threatened, of this Clause, the Operator shall be deemed to be unauthorized to retransmit the signals of the Channels and in material breach of this Agreement which shall entitle the Broadcaster to terminate the Agreement and deactivate/disconnect the signals of the Subscribed Channels and take any other measures as may be lawfully appropriate.
  2. The Broadcaster may, at any time, assign or novate the Agreement including, without limitation, its rights and obligations hereunder, either in whole or in parts, to any person or third -party and such person or third-party shall, to the extent of such assignment, be deemed to have the same rights and obligations as the Broadcaster vis-a-vis the Operator. Such assignment or novation by the Broadcaster shall be effective on and from the date as communicated in writing by the Broadcaster to the Operator.
6. Amendment
  
  No amendment to this Agreement shall be valid unless prepared in writing and signed by the authorized signatoriesof each of the Parties.
7. Survivability
  
  The Parties shall have no further obligations or rights under this Agreement after the end of the Term, without prejudice to any obligations or rights which have accrued to either Party at the end of the Term. All provisions of this Agreement the survival of which is necessary for the interpretation or enforcement of such provisions and the Agreement shall continue to have effect after the end of the Term.
8. Specific Performance
  
  The Operator agrees and acknowledges that damages in certain circumstances may not be an adequate remedy for the Broadcaster and therefore the Broadcaster shall be entitled to an injunction, restraining order, right for recovery, suitfor specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Operator from committing any violation of this Agreement or to 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 the Broadcaster may have at law or in equity, including without limitation a right for damages.
9. Guarantee
  
  The Operator shall procure that its permitted and authorized sub-operators who are operating in the Authorized Area comply with the terms of this Agreement and perform their obligations hereunder. The Operator guarantees the performance of the obligations of its permitted and authorized sub-operators under the terms of this Agreement. Any breach or default of this Clause by the permitted and authorized Affiliate, sub-operator shall constitute a material breach by the Operator of the terms of this Agreement.
10. Severability
  
  If any provision of this Agreement is held by any court or administrative body of competent jurisdiction to be illegal, invalid, or unenforceable, then such invalidity or unenforceability shall not affect the remaining provisions of this Agreement, which will remain in full force and effect.
11. Waiver
  
  No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. No failure or delay by a Party in exercising any right, power, claim or remedy under this Agreement or under law shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.
12. Agency
  
  Nothing herein shall be taken to constitute a partnership, agency or joint venture between the Parties.
13. Counterpart
  
  This Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. Alternatively, the Parties shall endeavor to sign this Agreement digitally.

Regulatory Intervention

In the event that there is any change to any applicable statutes, enactments, acts of legislatures or parliament, laws, ordinances, orders, rules, by-laws or regulations of any government or statutory authority in India including but not limited to the MIB and TRAI or any final un-appealable order of any competent court or tribunal, etc., which would have a material adverse effect on either of the Parties, then the affected Party may request that the Parties consult as soon as reasonably practicable with a view to negotiating in good faith an amendment to this Agreement including but not limited to the Subscription Fee payable hereunder. Such amendment shall take effect from the date of such change. In the event the Parties are unable to agree on an amendment within thirty (30) days of the date of the request by the affected Party, then either Party may approach TDSAT for appropriate resolution of the dispute .

IN WITNESS WHEREOF, the Parties have executed this Agreement:

For

Name:

Designation:

*Date:

For Independent News Service Private Limited

Name: Sanjay Kumar

Designation: G M Finance & Accounts

* Date : 14-06-24

*The Agreement execution date shall be deemed to be the date on which the Operator/Broadcaster has last signed the Agreement.

SCHEDULE A VALIDATION FORM

Term*: One year from Agreement Start Date.

Agreement Start Date:

Authorized Area(s)/Territory: (please provide complete details):

Details of agreed areas for distribution of signal of Subscribed Channels by the Operator:

Details of Area Serviced by Operator (Territory):

State / Union Territory in which the Authorized	District(s) covered	Authorized Area/Territory (City/area)	Head-end of Operator from which the signals of Channels are serviced in such
Area is located			Authorized Area(S)

Note: City shall mean the municipal limit of that particular city

Bill code:

Bill Code	Applicable GSTIN	Area Catered by Bill Code

Details of Conditional Access Systems (CAS) and Subscriber Management Systems (SMS) deployed by Operator (Attach extra sheet if required and provide the complete details).

Sr. No.	Details of SMS deployed	Details of CAS deployed

*In the event the Operator has deployed additional CAS and/or SMS, the certificate to be issued for each CAS and/or SMS deployed

Installation Address (es) of CAS and SMS (Attach extra sheet if required).

Sr. No.	Installation Address(es) of SMS	Installation Address(es) of CAS

The address to provide above shall specify the Village, City/Taluka, District, Pin code, State, Tel. No, details of contact person(s) and technical person(s) (including name, mobile number, Email address etc.)

(In case of multiple Installation Address, the Operator to provide additional installation address (es) in the format set out here in below i.e. FORMAT FOR DECLARATION OF MULTIPLE/ADDITIONAL INSTALLATION ADDRESS(ES) along with

details of Installation address (es) of CAS & SMS )

FORMAT FOR DECLARATION OF MULTIPLE/ADDITIONAL INSTALLATION ADDRESS (ES)

This Interconnection Agreement (“Agreement”) No. is entered into on this day of 20 at .

between

Independent News Service Private Limited and

This page forms an integral part of the abovementioned Interconnection Agreement.

INSTALLATION ADDRESS:

Landmark: Village: City/Taluka: District: Pin: State: Tel. No: STD Code: No.: Mobile No.

Fax No – STD Code: No. E mail ID: Contact Person: Designation of Contact Person: Technical Person: Mobile No. of Technical Person:

CHANNELS

i) MRP OF THE CHANNELS

MAXIMUM RETAIL PRICES OF HIGH DEFINITIONCHANNELS

List of High Definition (HD) Channels of the Broadcaster offered on A-la-carte Basis with MRP of the Channel:

Sr.

No.

Select / Checkbox

Name of the Channel

Genre

Language

Maximum Retail Price (MRP) per Subscriber per month of the Channel offered on A-la-Carte Basis

(in Rs.) excluding all

applicable taxes

India TV Speed News

News & Current Affairs

Hindi

1.00

Note:

The MRP mentioned for the A-la -carte Pay Channel(s) are per “Subscriber” per month.
“Subscriber” for the purpose of calculation of Subscription Fee shall mean for any calendar month, each Set Top Boxwhich is availing Channels.
MRP of Pay Channels offered on A-la-carte basis mentioned herein above are excluding taxes and levies imposed by local and / or the Central Government including but not limited to GST, etc. (as applicable).

IN WITNESS WHEREOF, the Parties have executed this Agreement:

For

Name : Designation: Date:

For Independent News Service Private Limited

Name: Sanjay Kumar

Designation: G M Finance & Accounts Date: 14-06-24

SCHEDULE B

CALCULATION OF SUBSCRIPTION FEE AND PAYMENT TERMS

Subscription Fee:
1. “BROADCASTER’s share of MRP” will be equal to the “MRP of Pay Channel(s)” per month less of “Distribution Margin”.
2. For each month or part thereof during the Term of the Agreement, the Operator shall pay to BROADCASTER, “Subscription Fee” to be calculated as BROADCASTER’s Share of MRP multiplied by Monthly Average Active Subscriber Level of the Channel as reported by the Operator for that particular month.
3. The MRP per Subscriber per month of BROADCASTER Channels availed as set out in Schedule A to this Agreement. The MRP mentioned in Schedule A to this Agreement, as referred to above, are exclusive of all taxes and levies.
4. The “Monthly Average Active Subscriber Level” for each Channel shall be equal to the average of the number of Active Subscribers subscribing that Channel, recorded four times in a month, as per SCHEDULE D respectively. The number of Subscribers shall be recorded at any point of time between 19:00 Hrs to 23:00 Hrs. on the designated days.
5. For the purpose of calculation of the Subscription Fee payable “Subscriber” means, for any calendar month, each Set Top Box, which is availing the BROADCASTER Channel(s) through the Operator.
Calculation of Subscription Fee
1. In case Operator avails BROADCASTER HD Channels:
  1. If the Operator is providing the Channels to its Subscribers, the Monthly Subscription Fee for such Channel shall be equal to “BROADCASTER’s Share of MRP” of that Channel multiplied by the number of Monthly Average Active Subscriber Level reported by the Operator for that month for that particular BROADCASTER Channel.
    
    Illustration:
    
    If Operator has opted for India TV Speed News and the Monthly Average Active Subscriber Level for a particular month reported by the Operator is 10,000 Subscribers for India TV Speed News, then the Subscription Fee payable by the Operator for that particular month for India TV Speed News will be calculated as:
    
    MRP of India TV Speed News = Rs. 1.00
    BROADCASTER’s Share of MRP = Rs. 0.80
    (Less of Distribution Margin)
    
    Monthly Average Active Subscriber Level
    
    for India TV Speed News reported by Operator = 10,000 Subscribers
    
    Subscription Fee for India TV Speed News
    
    for that month = Rs. 0.80 x 10,000 = Rs. 8,000
    
    Note: The MRP and Subscription Fee mentioned hereinabove is exclusive of applicable taxesand levies.
  2. In case the Operator operates through any of its joint venture/Affiliate/associate network(s) indifferent parts of the Cities/Country then it shall be the sole responsibility and obligation of the Operator to clear all the entire accumulated arrears/dues which are not paid by any such joint venture/Affiliate/associate entities of the Operator to BROADCASTER. Further it is also agreed by Operator that any other Independent Affiliate taken over by Operator during the Term of this Agreement shall be treated as JVs and the Operator shall be liable to make additional payment for such JVs acquired during the term of this Agreement.
Payment Terms

For each month during the Term of this Agreement, BROADCASTER shall issue an invoice for Subscription Fee on or before 10th day of the immediately succeeding month, based on the monthly Subscription Report submitted by the Operator, such invoice would clearly specify the payment due for the respective month for which the invoice is issued and arrears/ dues(if any) payable by Operator along with the Due Date of payment. Operator shall be liable to make payment for Subscription Fee as per the monthly invoice raised by BROADCASTER within a period of Fifteen (15) days from the date of receipt of invoice through email or otherwise by the Operator (Due Date) without any deduction except deduction of withholding tax/ TDS as provided in this Agreement. For e.g. Invoice for Subscription Fee for the month of October 2023 shall be issued by BROADCASTER on or before 10th November 2023 and the payment for such invoice shall be made by the Operator on or before 25th November 2023 (Due Date). Time is the essence of this Agreement and the Operator shall be required to make all payments due to BROADCASTER, by the Due Date in accordance with the terms herein.
Within seven days of end of each month, the Operator shall provide the Subscriber Report stating the number of Subscribers along with the other reports for that month in the format(s) set - out in SCHEDULE D attached herewith, based on which BROADCASTER shall raise an invoice on the Operator.
In case the Operator fails to send the report within the said period of seven (7) days from the end of each calendar month, BROADCASTER shall have the right to raise a provisional invoice (“Provisional Invoice”) for an amount increased by ten percent (10%) of the “Subscription Fee” payable by the Operator to BROADCASTER for the immediately preceding month, and the Operator shall be under legal obligation to make the payment on the basis of such Provisional Invoice in accordance with the terms of this clause.
The Parties will carry out reconciliation, between the Provisional Invoice raised by BROADCASTER and the Monthly Subscription Reports sent by the Operator, within three (3) months from the date of submission of Monthly Subscriber Report by the Operator.
In case of default by the Operator on account of non-submission of Reports, it shall be deemed to be a material breach and entitle BROADCASTER to initiate appropriate steps for Disconnection of signals of BROADCASTER Channel(s) and/or termination of this Agreement for material breach of this Agreement. In such an event BROADCASTER shall have an option to levy an additional charge for said material breach whereby the Operator shall be liable to pay to BROADCASTER an amount equivalent to previous three months ’invoice amount towards monthly fee as additional charge for every such default, in addition to the Provisional Invoice amount raised for monthly fee for non- submission of Report.
The Operator shall be required to make payments with fifteen (15) days of the receipt of invoice/Provisional Invoice ("Due Date”) in accordance with the terms hereof, and any failure to do so on the part of the Operator shall constitute a material breach hereunder and BROADCASTER be entitled to switch off the signals of BROADCASTER Channels to entire network of the Operator. Late payments shall also attract interest calculated from the date the payment was due until the date the payment is made in full at a pro rata monthly rate of 1.5% (“Default Interest Rate”). The imposition and collection of interest on late payments does not constitute a waiver of the Operator’s obligation to pay the Subscription Fee by the Due Date, and BROADCASTER shall retain all of its other rights and remedies under the Agreement.
The Operator shall make the payment of Subscription Fee irrespective of Operator’s collection of the invoiced Monthly Subscription Fee from its sub- operator/Affiliate/LCO/Subscribers in a timely manner, the Operator shall pay the Subscription Fee on or before the Due Date prescribed in this Agreement.
The Operator shall make payment of the Subscription Fee as per the terms of this Agreement without making any deductions or adjustments on whatsoever account including but not limited to any other alleged dues claimed by the Operator and/or its Affiliates, JVs, etc. from BROADCASTER, its Affiliated companies (including any subsidiary and or associate entities of BROADCASTER), Channel owners.
All payments of Subscription Fee hereunder are exclusive of all applicable taxes including works contract taxes, customs duties, excise duties, entertainment taxes, GST and other such taxes. All such applicable taxes shall be at the Operator’s cost and will be charged at the prevailing rates by BROADCASTER to the Operator.
If payment of the Subscription Fee is subject to deduction of any withholding tax/ TDS in accordance with the provisions of the Indian Income Tax Act 1961, as amended, the Operator shall provide tax withholding

certificates to BROADCASTER within such period as has been specified in the Income Tax Act/Rules/Notifications/Circulars issued thereunder.
It is explicitly made clear that in the event of any dispute including but not limited to commercial

terms, etc. arising out of the Agreement, the Operator shall continue to make the payment of Subscription Fee as per the provision of clause 5 read along with this Schedule A of this Agreement till such time the dispute is resolved. Appropriate adjustment in this regard shall be made by the respective Parties on final adjudication of the dispute.
Payment of the Subscription 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.

All payments from the OPERATOR to BROADCASTER under this Agreement shall be paid either by (i)Demand Draft / Cheque in favour of Independent News Service Private Limited payable at its head office or any other place that may be specified by BROADCASTER in writing from time to time; or (ii) electronic wire transfer into BROADCASTER’s Bank Account, accompanied by documentary evidence certified by the OPERATOR’s bank that the payment has been transferred to BROADCASTER’s Bank Account.

SCHEDULE C

Details of the Operator

Operator Code :

Operator Name :

Organisation Type (Select any one which is applicable):

Sole Proprietorship

Partnership

Private Limited

Company

Limited Company

HUF

LLP

Institution

Association

Society

Trust

PAN: TAN:

Whether registered as Micro Small and Medium Enterprises (MSME): Yes No

(tick mark (√) which is applicable)

If Yes, MSME registration number: Operator’s License Type [MSO/HITS /DTH]: Operator’s License no.:

Operator’s License Issue Date :

Operator’s License Valid Till Date:

Registered Office Address:

Address

City/Town/Village : Pin code : Taluka/Tehsil : District :

State :

Correspondence/Communication Address:

Address

City/Town/Village: Pin code :

Taluka/Tehsil : District :

State :

Operator GST details:

Operator’s GSTIN	Operator’s GST Bill To Address

Operator Key Contacts:

Name

Designation

Primary Contact

Is Authorized

Signatory

Email Address

Mobile Number

Technical details:

Encryption System used by the Operator:

Subscriber Management System used by the Operator: Set Top Box used by the Operator:

Headend make used by the Operator:

DECLARATION

(Applicable in case where certain documents of the Operator are already available with the Broadcaster and hence not re-submitted by the Operator)

I/We, , further represent and warrant that the requisite information and documents which have been already provided to the Broadcaster in connection with the RIO, continues to be valid and binding. Hence, the same has not been submitted again.

For

Name of Authorized Signatory: Designation:

Date:

SCHEDULE D

REPORT FORMAT AS PER TRAI MANDATE:

(SMS system should generate this report in un-editable pdf format)

MONTHLY SUBSCRIBER REPORT FORMATS

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

Subscriber Reports (To be submitted Agreement-wise)

Name of the Operator:

Area of the Operation :

Reported Month :

Year :

Date of generation of Report :

Date of submission of Report by the Operator :

Table – 1: State-wise Monthly Subscription for BROADCASTER Channel

(For each City to be submitted separately)

Monthly Average Active Subscriber Level of a BROADCASTER Channel shall be arrived at by averaging the number of Subscribers subscribing BROADCASTER Channel recorded four times in a month, as provided in Table -1. 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 (a) : Monthly subscription for Channels

Sl. No .	Name of BROA DCAST ER Channe l	Operator’ s Package Name / Add-on Name / A- la-Carte	Number of Subscriber s of the Channel on 7th day of the month	Number of Subscriber s of the Channel on 14th dayof the month	Number of Subscriber s of the Channel on 21st dayof the month	Number of Subscriber s of the Channel on 28th dayof the month	Monthly Average Active Subscribe r Level of the BROADC ASTER Channel
							(8) = [(4)
(1)	(2)	(3)	(4)	(5)	(6)	(7)	+(5)+
							(6)+(7)]/4
1

Note:

The above information is required for all packages and Add-on offered by Operator in which respective BROADCASTER Channel(s) is offered by the Operator and also for BROADCASTER Channels offered by Operator on A-la-carte basis.
City-wise report is required to be furnished by the Operator for its operational areas.
Each Set Top Box, located at a place indicated by the Subscriber for receiving the signals of BROADCASTER Channels from the Operator, shall constitute one Subscriber.
The reports shall be generated in non-editable PDF format, with read only permission.

SCHEDULE E

Declarations from CAS Vendor, SMS Vendor

PART A

DECLARATION FORM TO BE OBTAINED FROM CAS PROVIDER (ON THE CAS PROVIDER COMPANY’S LETTER HEAD)

TO WHOMSOEVER IT MAY CONCERN

This is to certify that M/s , having its registered office at and having its DAS headend at has installed Conditional Access System (CAS) of our company for its digital cable network.

Date of CAS Installation: CAS Version: CAS ID: , NETWORK ID:

Location of CAS servers (Database servers, ECMG, EMMG):

Details of Main and Backup CAS servers installed:

Server time format and time zone:

Database detail:

With respect to the CAS installed at above mentioned headend and in terms of Schedule III and Schedule IX of the Interconnection Regulations, we confirm the following:

CAS does not have any facility to activate and deactivate STBs.
The current version of CAS does not have any history of hacking.
We have the capability of upgrading CAS in case it gets hacked at any point of time.
The CAS is currently in use by other pay TV service providers including Operator and it has an aggregate of at least 1 million Subscribers in the global pay TV market.
We, the CAS system provider, are able to provide monthly log of activation and deactivation on a particular Channel or on a particular Bouquet / Subscriber Package provided by the Operator to its end Subscribers.
We have the technical capability in India to maintain this CAS system on 24x7 basis throughout the year.
This CAS is independently capable of generating, recording, and maintaining logs, for the period of at least immediately preceding two (2) consecutive years, corresponding to each command executed in the CAS including but not limited to activation and deactivation commands issued by the SMS. It is not possible to alter the data and logs recorded in the CAS.
This CAS has 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’s or the STB’s cannot be redeployed.
The installed CAS is capable of individually addressing Subscriber’s choice of Channel(s), on a Channel by Channel and STB by STB basis.
This CAS installed has the capability to store history logs of all activations and deactivations for the period of last two (2) years for every Channel and Bouquet/ Subscriber Package introduced and made available by the Multi System Operator to its last mile Subscribers.
The CAS has the capability of upgrading STBs over-the-air (OTA), so that the connected STBs can be upgraded.
The CAS has the capacity to activate or deactivate services or STBs of at least 5% of the Subscriber base of the Multi System Operator within 24 hours.
That we (CAS Company Name) are fully compliant to the requirements of CAS system as per schedule III and Schedule IX of the Interconnection Regulations.

Please find enclosed sample log of all activations & deactivations of a particular Channel generated from theinstalled CAS system.

I (_name) _ undertake that the information provided above is true and full disclosure of all the CAS

system(s) provided to the said distributor has been made above and no information has been concealed. Thanking you,

For (CAS company name) (Signature) Digital Signature

Name:

Designation (not below the level of COO or CEO or CTO) Company seal:

SCHEDULE F

OPERATOR'S OBLIGATIONS

TO MAINTAIN SPECIFICATIONS FOR SET TOP BOXES (STBs), CONDITIONAL ACCESS SYSTEM (CAS) & SUBSCRIBER MANAGEMENT SYSTEM (SMS)
1. STB Requirements:
  1. All the STBs should have Conditional Access.
  2. The STB should be capable of decrypting the Conditional Access messages inserted by the Headend.
  3. The STB should be capable of doing fingerprinting. The STB should support both Entitlement Control Message (ECM) & Entitlement Management Message (EMM) based fingerprinting.
  4. The STB should be individually addressable from the Headend.
  5. The STB should be able to receive the messages from the Headend.
  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 Over the Air (OTA) software upgrade.
  11. The STBs with facilities for recording the programs shall have a copy protection system.
2. Fingerprinting Requirements:
  1. The Operator shall ensure that it has systems, processes and controls in place to run Fingerprintingat regular intervals.
  2. The STB should support both visible and covert types of Fingerprinting. Provided that only the STB deployed after 30.10.2019 shall support the covert Fingerprinting.
  3. The Fingerprinting should not get invalidated by use of any device or software.
  4. The Fingerprinting should not be removable by pressing any key on the remote of STB.
  5. The Fingerprinting should be on the top-most layer of the video.
  6. The Fingerprinting should be such that it can identify the unique STB number or the unique Viewing Card (VC) number.
  7. The Fingerprinting should appear on all the screens in all scenarios, such as menu, EPG, Settings, blank screen, and games etc.
  8. The location, font colour, and background colour of fingerprint should be changeable from head end and should be random on the viewing device.
  9. The Fingerprinting should be able to give the numbers of characters as to identify the unique STB and/ or the VC.
  10. The Fingerprinting should be possible on global as well as on the individual STB basis.
  11. The overall Fingerprinting should be displayed by the Operator without any alteration with regard to the time, location, duration and frequency.
  12. Scroll messaging should be only available in the lower part of the screen.
  13. The STB should have a provision that Fingerprinting is never disabled.
  14. The watermarking network logo for all pay Channels shall be inserted at the encoder end only. Provided that only the encoders deployed after 30.10.2019 shall support the watermarking network logo for all pay Channels at the encoder end.
3. Conditional Access System (CAS) & Subscriber Management System (SMS) Requirements:
  1. The Operator shall ensure that current version of the conditional access system (CAS), in use, should not have any history of hacking.
    
    Explanation: A written declaration available with the Operator 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 immediately preceding two consecutive years, corresponding to each user level and command executed in the SMS including but not limited to activation and deactivation commands.
  3. The Operator should provide declaration document should contain inter-alia:
    1. Full Detail of Network Diagram including the location of Headend, Muxes and EncryptionSystem including the insertion points of CAS.
    2. Details of CAS system having inter-alia
      1. Locations/ Networks where deployed, and hacking history
      2. Antipiracy features of CAS.
  4. It shall not be possible to alter the data and logs recorded in the CAS and the SMS.
  5. The Operator shall validate that the CAS, in use, do not have facility to activate and deactivate a Set Top Box directly from the CAS terminal. All activation and deactivation of STBs shall be done with the commands of the SMS.
  6. The SMS and 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.
  7. The Operator shall validate that the CAS has capability to upgrading STBs over-the-air (OTA), so that the connected STBs can be upgraded.
  8. The Fingerprinting should not get invalidated by use of any device or software.
  9. The CAS and the SMS should be able to activate or deactivate services or STBs of at least five percent (5%) of the Subscriber base of the Operator within 24 hours.
  10. The STB and Viewing Card (VC) shall be paired from the SMS to ensure security of the Channel.
  11. The SMS & CAS should be capable of individually addressing Subscribers for the purpose of generating the reports, on a Channel by Channel and STB by STB basis.
  12. The SMS should be computerized and capable to record the vital information and data concerning the Subscribers such as:
    1. Unique Customer Identification (ID)
    2. Subscription Contract number
    3. Name of the Subscriber
    4. Billing Address
    5. Installation Address
    6. Landline no
    7. Mobile No
    8. Email id
    9. Channel, Bouquets and Service/ Package subscribed to
    10. Unique STB No
    11. Unique VC No
  13. The SMS should be capable of:
    1. Viewing and printing historical data in terms of the activations, deactivations of STBs etc.
    2. Location of each and every set top box/ VC unit installed.
    3. Generating historical data of changes in the subscriptions for each Subscriber and the corresponding source of requests made by the Subscribers.
  14. The SMS should be capable of giving the reporting at any desired time about:
    1. The total number of registered Subscribers
    2. The total number of Active Subscribers
    3. The total number of temporary suspended Subscribers
    4. The total number of deactivated Subscribers
    5. List of blacklisted STBs in the system
    6. Channel and Bouquet wise monthly Subscription report in the prescribed format
    7. The name of Channels forming part of each Bouquet
    8. The total number of Active Subscribers subscribing to a particular Channel or Bouquet at a given time.
    9. The name of A-la -carte Channel and Bouquet subscribed by Subscriber
    10. The ageing report for subscription of a particular Channel or Bouquet.
  15. The CAS shall be independently capable of generating, recording, and maintaining logs, for the period of at least immediately 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.
  16. 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.
  17. It shall be possible to generate the following reports from the logs of the CAS:
    1. STB-VC Pairing / De-Pairing
    2. STB Activation / De-activation
    3. Channels Assignment to STB
    4. Report of the activations or the deactivations of a particular Channel for a given period.
  18. 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.
  19. The Operator shall ensure that the CAS & SMS system vendor have the technical capability in India to be able to maintain the system on 24x7 basis throughout the year.
  20. The Operator shall declare the details of the CAS and the SMS deployed for distribution of BROADCASTER Channels. In case of deployment of any additional CAS/ SMS, the same should be notified to BROADCASTER by the Operator.
  21. Upon deactivation of any Subscriber from the SMS, all programme / services shall be denied to that Subscriber.
  22. The Operator shall preserve unedited data of the CAS and the SMS for at least two (2) years.
  23. If The CAS and SMS deployed by you are found to be non-compliant of Schedule IX during the testing within the timelines to be specified by TRAI, without prejudice to the terms and conditions of your license(s) or permission(s) or registration(s), or the Telecom Regulatory Authority of India Act, 1997 (24 of 1997) or rules or regulations or orders made, or directions issued, there-under, you will also be liable to financial disincentive as set out in The Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable System) (Third Amendment) Regulations 2021 (1 of 2021)(“ Third Amendment”) subsequently BROADCASTER may be directed by TRAI to disconnect the signals of its television Channel after giving written notice of three weeks to you in case the default continues beyond sixty (60) days from the due date as set out in Regulation 4A (2) of the Third Amendment.
Other Obligations of Operator:

STBs, Smart Cards, Systems and Procedures.
1. The Operator represents and agrees that there are adequate systems, processes and controls in place regarding the distribution of STBs and Smart Cards so that they are only sold within the Authorized Area by the Operator or by its authorized dealers and such sales are only made to bona fide Subscribers residing in the Authorized Area and installations are made by the Operator or its designees at an address in the Authorized Area. Adequate systems, processes and controls shall include, without limitation, Operator:
  1. collecting and maintaining complete up to date records of each and every Subscriber's details, and such Subscriber's STB and Smart Card including, without limitation, the particulars specified in paragraph 2.4;
  2. requiring all residential Subscribers to submit a recent utility bill or bank statement as proof of address, including any residential Subscribers who have been previously de-authorized prior to re-authorization, or otherwise independently verify the address prior to activation of any STB and Smart Card;
  3. investigating any multiple Smart Cards issued under one individual name or address (other than for mirror STB's), including visiting the premises of such individuals or addresses from time to time;
  4. deputing officers to visit and verify the accuracy and veracity of details submitted by Subscribers, in the event the Operator becomes aware of any alleged continuing/potential misuse and/or misrepresentation by the Subscribers;
  5. ensuring compliance by dealers including unannounced visits to dealers' premises from time to time;
  6. requiring that for every change of address on the Operator system and therefore re- location ofa STB, there is an independent physical verification of the new residential address; and
  7. deauthorizing any STB or Smart Card that is found outside of the Authorized Area or in the possession of a person who is not a bona fide Subscriber.
2. The Operator agrees that all of its STBs and Smart Cards: (i) are sold and installed together as a pack only in the Authorized Area and only at the premises of Subscribers whose address has been verified in accordance with paragraph 2.2.2; and (ii) employ card-pairing technology that ensures once a Smart Card is activated, it is paired to a particular STB and that the Channel(s) cannot be viewed if such Smart Card is removed and used with any other STB.
3. The Operator agrees that all installations of STBs and Smart Cards are done directly by Operator or through its authorized dealers and only within the Authorized Area, and that the installer for every installation physically checks and ensures before installation and activation of a STB and Smart Card that the address
  
  where the installation is being done matches with the address as supplied by the Subscriber at the time of purchase of the STB and which is the same as detailed in the Subscriber management system ("SMS"). In accordance with paragraph 2.2.1,
4. The Operator agrees and undertakes that it shall not knowingly or negligently activate, or otherwise reactivate, as the case may be, those Smart Cards, wherein the Channel(s) can be accessed from addresses, which are:
  1. not bona fide or do not match the addresses as supplied by the relevant residential Subscribersas detailed in the SMS;
  2. outside of the Authorized Area; or
  3. that of a cable head end or any other distributor of such Channel(s) to residential Subscriber.
5. In order to ensure that the Smart Card is only activated for bone fide Subscribers, the Operator further agrees that there are adequate controls to ensure (a) a Smart Card is not activated before installation with its paired STB; and (b) that such Smart Card is activated at the address of the Subscriber and verified by Operator which matches with the address as supplied by the notified by Subscriber at the time of purchase of the STB and which is the same as detailed in the SMS.
6. The Operator agrees that its SMS allows viewing and printing historical data, in terms of total activation, de-activation and re-activation of all Subscribers and all other records required under Paragraph 2.4.
7. The Operator shall ensure that OSD supports a minimum of 120 characters.
8. The Operator shall ensure that its watermark logo is inserted on all Channels.
9. The Operator shall submit & confirm the number of MUX's (Multiplexer Units) installed with active TS (Transport Stream) outputs. This should include physical Audit of head end and analysis of TS stream from the MUX.
10. All Transport Streams (TS) from Multiplexers (MUX) should be encrypted for Authorized Areas. There should not be any remuxing on ground after feed has left from declared headends.
11. The Operator shall ensure that all LCOs' STBs will be paired with Unique System ID/ Bouquet ID, so that consumers in Authorized Area(s) can be identified. The current version of the CAS should not have any history of hacking. A certificate from the CAS Vendor, to this effect be submitted.
12. The SMS and CAS should be integrated for activation and deactivation process from SMS to be simultaneously done through both the systems. Further, the CAS should be independently capable of generating log of all activation and deactivations.
13. The CAS vendor/manufacturer should be known to have capability of upgrading the CAS in case of hacking.
14. The Operator to provide the make & version of CAS installed at Headend.
15. CAS certificate to be provided by Operator as set out in SCHEDULE E
16. All LCO's should be paired with unique system ID/ Franchisee ID, so as to identify their end customers / ultimate Subscribers.
17. The Operator to declare by undertaking the number 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 the Broadcasters by means of a fresh undertaking.
18. Reconciliation of CAS database (active cards, service wise & package wise) with SMS database to be provided by Operator. CAS vendor must certify reconciliation of data.
19. No activation/ deactivation from direct CAS system, it must be routed via SMS client only.
20. The Operator should provide CAS vendor certified copies of active/inactivate Channel wise/product wise report & Package/product report during audit period.
21. CA system should have the capability of providing a history of all actions taken for at least previous 24 months.
22. The SMS & CAS should be capable of individually addressing Subscribers, on a Channel by Channel and STB by STB basis.
23. Both CA & SMS systems should be of reputed vendors/suppliers and should 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.
24. The CAS system provider should be able to provide monthly log of the activations on a particular Channel or on the particular package.
25. The SMS should be able to generate itemized billing such as content cost, rental of the Equipments, taxes etc.
26. The CAS and/or SMS system suppliers should have the technical capability in India to be able to maintain the system on 24x7 basis throughout the year.
27. The Operator agrees that it shall at its sole cost, be responsible for ensuring the Channel(s) is distributed via a digital, encrypted format signal receivable through its CA system only by its bona fide Subscribers to the Channel(s).
28. Forensic watermarking to be implemented on the Operator headend & STBs.
29. The STB must have secure chip set with mandatory pairing.
30. There should be a system in place to secure content between decryption & decompression within the STB.
31. The STBs should be addressable over the air to facilitate Over the Air (OTA) software upgrade.
32. The PVR enabled STBs must be such that any recorded content is capable of being replayed only with the use of that STB. Once the Subscriber is disconnected, the Subscriber will not be able to have access to any recorded content.
33. Types of STB launched/to be launched:

Vanilla STB
PVR STB
Others (please specify)

SCHEDULE G ANTI PIRACY

Piracy, piracy reports and prevention

The Operator shall immediately notify Broadcaster if it ascertains or becomes aware that (hereinafter, each "Piracy Event"):
1. Any Smart Card or STB is being located, supplied or sold outside the Authorized Area,
2. The Channel(s) is being viewed via a Smart Card or STB by a STB party that is not a residential Subscriber,
3. A Smart Card is being used for viewing the Channel(s) anywhere other than the registered address of a residential Subscriber in the Authorized Area, or
4. A Smart Card and/or STB is being used by a cable operator to distribute the Channel(s).
If the Broadcaster becomes aware of a Piracy Event, then, at Broadcaster's request, the Operator shall take all necessary steps to prevent or to stop such unauthorized or illegal use of the Channels or signals thereof.
1. In the event the Broadcaster decides to take legal or other action against any infringing party committing or causing any Piracy Event, Operator shall provide all necessary assistance to Broadcaster to prevent or combat such Piracy Event.
2. If Operator wishes at its cost to take legal or other action of any kind against any party alleged to be infringing a right of Broadcaster, where Broadcaster shall be one of the Parties to such action, it shall notify Broadcaster in writing and seek Broadcaster's prior written consent. Where the Broadcaster consents to the Operator taking legal or other action on behalf of the Broadcaster, the Operator shall keep the Broadcaster fully informed of the progress of such action. The Operator shall not settle, attemptto settle or otherwise compromise the rights of the Broadcaster or its Operators without the prior written consent of the Broadcaster.
If the Operator’s Conditional Access is hacked or otherwise compromised, the Operator agrees to change or upgrade, within 60 days of the Operator becoming aware of such hacking, its CA and/or SMS to ensure that the Conditional Access cannot be hacked or compromised within the Authorized Area. If the Operator does not make such change or upgrade within such period of time, the Broadcaster shall have the right to suspend or terminate this Agreement in accordance with Clause 15. During such period, the Operator shall implementa temporary fix to protect the Channel(s).
The Operator shall investigate and report to Broadcaster any incidents of copying, transmitting, exhibiting or other illegal use of the Channels via a STB and/or Smart Card, or any illegal or unauthorized distribution or use of the STBs or Smart Cards or other equipment that enable access to the Channels.

SCHEDULE H

Audit

The intent of the Audit is to ensure:

That Operator’s systems are fully compliant with all regulatory requirements
Revenue assurance of Broadcaster and to ensure that true and correct Subscriber Reports are generated and submitted by the Operator.
Compliance with contractual commitments as per Interconnection Agreement.

The Audit shall cover and include the following:

Headend Audit
CAS Audit
SMS Audit
Data integrity of CAS and SMS
STB Audit
Distribution Network Audit- Territory/areas covered
Anti-piracy measures
Broadcasters IRDs physical verification and their respective status
Interconnection Regulation
TS recording at various places
Validation of Ground Samples
Any other process, check or activity deemed fit by the TRAI Empanelled Auditor.

The Parties acknowledge and agree that the scope of the Audit shall be modified and/or replaced / revised in the event TRAI notifies or recommends any changes in this regard during the Term of this Agreement. The Operator undertakes that the Operator shall always comply with the requirements stipulated by TRAI in respect of the Audit Manual

Scope and Scheduling of Audit:

Headend Audit Operator should provide complete information including accurate Schematic Diagram of all their Headends (Back up/Mini, etc), Earth Stations, Systems and Processes for Audit and Auditing Purpose.
- Operator to submit & confirm the no. of Multiplexer Units(“MUX”) installed with active Transport Stream (“TS”) outputs. This should include physical Audit of head end, earth station and analysis of TS stream from the Mux.
- Perform checks on IP configuration to confirm and identify live and proxy servers. This shall include IP credentials of all the servers include MUX.
- All TS from MUX should be encrypted for the Territory.
- Operator to ensure that his Network Watermark logo is inserted on all Pay Channels at encoder end only.
- Take inventory IRDs + VCs installed in each head-ends including their serial numbers. Make note of Broadcaster IRDs + VCs available but not installed.
- Check MUX configuration to validate number of TS configured with SID, scrambling status of each SID and ECM and EMM configuration.
- Take screenshot of all Transport Streams from MUX and compare with results of field TS recording.
- Take information of QAMs installed and powered to identify streams available for local insertionby LCOs.
- Use FTA cable box/ TS analyser to confirm whether all Channels are encrypted.

CAS Audit: Operator to provide all below information correctly: Make & version of CAS installed at Head End.
- CA system certificate to be provided by Operator.
- CAS version installed should not have any history of hacking, certificate from CAS vendor required.
- CAS should be able to generate 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 the Operator before distributing box down the line.
- Operator 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 BROADCASTER 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 Operator. CAS vendor required to certified reconciliation of data.
- No activation / deactivation from direct CAS system, it must be routed via SMS client only.
- Operator 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.
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
  - 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 parameters should be validated during the common Audit of Headend, CAS & SMS
  - Review Complete Network Diagram.
  - Undertaking from Operators for all SMS and CAS installed at Head end to identify Multiple CAS / SMS.
  - Certificate from CAS provider for details of CA ID, Service ID, N/w ID, version and number of instances and servers installed. Also, confirmation with respect to history of hacking to be provided by the CAS Vendor.
  - To check if Operator specific coding / ID is available for Finger Printing
  - Review the controls deployed to ensure integrity and reliability of the reports such as logs, access controls, time stamp etc.
  - 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
  - Review the Subscriber’s activation/ de-activation history in the SMS system.
  - Validate if the SMS is integrated with CAS.
  - Review if all the active and de-active STBs are synchronized in both SMS and CAS.
  - Validate if independent logs/report can be generation for active and de-active VCs with the product/Channels active in both SMS & CAS.
  - Review if the system supports the Fingerprinting and OSD features at Box level, customer account level as well as Global level.
  - Validate if all the STBs are individually addressable from the System and are paired with the viewing cards.
  - Review the Electronic Programming Guide to check LCN/CDN and genre of all Channels.
  - Review the various packages programmed in the Systems with respect to the Subscriber Reports submitted to BROADCASTER/ Aggregators.
  - 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.
  - Review of the following reports are supported by SMS and CAS.
    - Total no of Subscribers – active & de-active separately
    - De-active Subscribers with ageing
    - Channel wise Subscribers - total
    - Channel wise Subscribers – split by Bouquet / Subscriber Package
    - Revenue by Bouquet, Subscriber Package or A-la -carte Channel
    - Subscriber/Revenue Reports by State/City
    - No of Bouquets / Subscriber Package offered.
    - List of Channels / rates of each Bouquet / Subscriber Package
    - Rate Card Options offered / Attached with Active Subscribers.
    - Historical data reports
    - Free / demo Subscribers details
  - Exception cases – active only in SMS or CAS
STB Audit: All STB should be individually paired in advance with unique smart card at central warehouse of Operator before handing down the line distribution.
- Operator to provide details of manufacturers of STB’s being used / to be used by him (OS/Software, memory capacity, zapping time).
- Operator should provide one set of all type/model of boxes for testing and monitoring purpose.
- All STBs used by Operator’s should be certified by their CAS vendor.
- ECM/EMM base Forced messaging and ticker mode should be available.
- All the STBs should have 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 STBs should be addressable over the air to facilitate Over the Air (OTA) software upgrade.
- Types of boxes launched / to be launched:
  - Vanilla STB
  - DVR STB
  - Hybrid Box
  - 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;
  - 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.
Distribution Network Audit: Operator should provide below information in detail:
- Service area to be defined.
Anti-Piracy Measure: Use of any device or software should not invalidate the Fingerprinting.
- The Overt Fingerprinting should not be removable by pressing any key from the remote.
- The Overt Fingerprinting should be on the top most layer of the video.
- The Fingerprinting should be such that it can identify the unique STB number or the unique Viewing Card (VC) number.
- The Fingerprinting should appear on all the screens of the STB, such as Menu, EPG etc.
- The location of the Fingerprinting should be changeable from the head end and should be random on the viewing device.
- The Fingerprinting should be possible on global as well as on the individual STB basis.
- The Overt Fingerprinting and On Screen Display (OSD) messages of the respective Company should be displayed by the Operator without any alteration with regard to the time, location, duration and frequency.
- Covert Fingerprinting should be available.
- No common interface Customer Premises Equipment (CPE) to be used.
- The STB should have a provision that OSD is never disabled.
Commercial Audit*
1. Provide system generated Channel-wise and Bouquet / Subscriber Package-wise reports of Channelsfor 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 generationprocess):
  - 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).
  - Analyse the computation of average Subscribers.
  - Ascertain the average Subscribers for a specific period on a sample basis by generating asample 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 differentacross the systems.
  - Sample of activation and deactivation request logs.
  - 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 into the system to generate different reports.
  - List of CAS and SMS used by Operator in DAS area. In case more than one CAS and SMS system is used by Operator, then understand, and analyze how the markets are segregated, controlled, reported and invoiced.
  - Similarly, list of head-ends of the operator providing services from all head-ends, understand and analyze how the two markets are segregated, controlled, reported and invoiced.
In case of multiple CAS being used by Operator, to understand synchronization between multiple CAS and SMS.
Basic Audit checks to be completed

“As on Date” Reconciliation of VC and STB from complete CAS and SMS for the date of Audit. Any discrepancy of VC not active in CAS but found active in SMS or vice versa should be reported in Actual numbers as well as percentage of the total base
Reconciliation of VC and STB from complete CAS and SMS for the historical months over the Audit period. Any discrepancy of VC not active in CAS but found active in SMS or vice versa should be reported in Actual numbers as well as percentage of the total ba se
“Transaction log” Reconciliation of VC and STB numbers obtained from logs of complete CAS and Logs of SMS with the Subscriber report provided to Broadcaster for each month. Any discrepancy should be reported in actual numbers as well as percentage of the total base.
Reconciliation of VC and STB from CAS and SMS for each Channel for the date of Audit. Any discrepancy should be reported in Actual numbers as well as percentage of the total base
Reconciliation of VC and STB numbers for each Channel obtained from Logs (Transactional logs as well as configuration logs) of complete CAS and SMS Logs with the Broadcasting report of each month. Any discrepancy should be reported in Actual numbers as well as percentage of the Channel count reported.
Reconciliation of Channels configured for a package in SMS and Channel configured for respective package/product in CAS. The report should provide numbers of Channels not in CAS for the product which were present in SMS package and vice versa.
A 3 way reconciliation on Channel wise count of Broadcasting report, CAS and SMS should be done at count level for the day of Audit as well as historical period and any exception of count should be reported in actual numbers as well as percentage of reported number.
Reconciliation of Channels/IRD’s which have been obtained by the Operator but not activated/subscribed by any customer. All such Channels where IRD’s are active but Subscriber count is zero should be reported.
Reconciliation of LCN and Genre declared by Broadcaster with the actual LCN and genre found during Audit. All mismatches of LCN and genres found during audit to be reported.
Report the Channels found running in Unencrypted or analogue mode on the day of Audit
Auditor to compare the STB/VC field samples with VC and STB data extracted during the Audit from CAS and SMS. All exceptions to be reported.
Auditor to compare TS recording data of the Operator’s CAS systems provided by Broadcaster during period under Audit and CAS declared by the Operator. All exceptions to be reported in Audit report.
Auditor to highlight critical data not provided by the Operator or the data which was not available or any other exclusion and limitations. Auditor to provide his assessment whether those exclusions and limitation limit ascertaining of true and correct Subscriber count.
Auditor to highlight if any free access (to be defined) Channels are available.
Auditor to compare VC’s from SMS and compare with the VC’s on which payment has been received through prepaid system from the customer in last 6 months. Any cases where payment has been received for the month but No VC appearing in Active SMS data for the month should be reported as exception.
Auditor to compare VC’s from SMS and compare with the VC’s on which complaint has been received in last 6 months. Any cases where complaint has been logged has been received for the month but no VC appearing in Active SMS data for the month should be reported as exception.
All cases to be reported after analyzing logs of MUX/Scramblers whenever there were signals running in unencrypted mode during the Audit period.
Auditors to report if TS was configured in such a way that local insertion of Channel was not possible in an un-encrypted mode during Audit period and report the same.

IX Basic hygiene checks for Audit
Operator to declare and provide all admin/super admin login access to CAS & SMS servers, IT systems & head-end equipment to auditors.
Operator to allow auditors to run queries to extract data / logs / reports from live SMS and CAS systems. (auditors to not accept any pre-extracted data/reports from SMS & CAS systems).
Operator to allow extracted data / reports / logs to be downloaded to auditor’s systems for detailed analysis.
All data from CAS and SMS server should be extracted by auditor in such a manner that no STB/VC is left out from the database. Auditors should understand the data extraction queries that are run on the live CAS & SMS servers.
A screen shot of the queries that are run should be part of the data stored with password protected\data extraction queries scripts and explanation of terminology to be preserved and also provided to the Broadcasters along with the audit report and data stored with password protected.
Auditor and Broadcaster representative should be physically present during the extractionof CAS & SMS data and should not leave the data extraction activity to CAS & SMS vendors.
The Audit report shall contain the information sought by the Auditor.
All data to be extracted from backend using queries or verify the data obtained from SMS/CAS frontend by writing queries on the backend database after understanding the table structure:
1. As on date Active and de-active Subscriber count in the network
2. As on date active and de-active counts with STB/VC with location specific report
3. As on date active and de-active Channel and package wise Subscriber count and a report containing details of such STB/VC
4. Historical month-end active and de-active STB/VC wise Subscriber counts and a
  
  report containing details of such STB/VC for the Audit period
5. Historical month-end active and de-active package and Channel-wise Subscribercounts and a report containing details of such STB/VC for the Audit period
6. As on date Channel composition of packages
7. Channel composition of packages for historical period (Audit period)
8. Transaction logs and package composition change logs (all actions performed since inception) like activation, de-activation, suspensions and other commands with date and time stamp
9. Inventory of all the VC/UA/Mac ID from the SMS server

Any other information, data or testing requirement deemed fit by the TRAI empaneled auditor as per extant regulations.

SCHEDULE I HARDWARE FORM

This Hardware Form forms an integral part of Reference Interconnect Offer bearing Agreement number

Operator Code :

Operator Name : Location Code:

Installation Location Address:

Address

City/Town/Village : Pin code : Taluka/Tehsil : District : State :

Channel wise serial number details of all IRDs, VC Nos and CAMs of the Services being subscribed by the Operator at the location:

Installation Type:

Sr.

Select

Name of the Channel

IRD NO

VC NO

CAM NO

India TV Speed News

The Operator acknowledges the receipt/possession of the IRDs/PIRDs as detailed above and certifies them to be found in excellent working condition. The Operator further undertakes to provide Hardware Undertaking of BROADCASTER as may be provided and amended by BROADCASTER from time to time.

Capitalized terms unless otherwise defined herein shall bear the same meaning as ascribed to them under the Reference Interconnect Offer.

For

Name : Designation: Date:

For Independent News Service Private Limited

Name: Sanjay Kumar

Designation: G M Finance & Accounts Date: 14-06-24

SERVICE FORM

APPLICATION FORM FOR REQUEST OF SIGNALS OF BROADCASTER’S CHANNELS BY Operator

(As per Clause 10 (4), (5) and (6) of Chapter IV of the Interconnection Regulations)

Name of the Operator:
The names of Owners/Directors/Partners of the Operator:
Registered Office address:
Address for communication:
Name of the contact person/ Authorized Representative:
Telephone: , Mobile:
Email address:
Copy of certificate of registration/ permission/ license (Copy Attached) (Yes / NO)
Details of Head-end, Conditional Access Systems (CAS) and Subscriber Management Systems (SMS) deployed by the Operator to be attached along with this Application Form.
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:

As per the details provided in Annexure 1
Area wise present Subscriber base of the Operator:
List of Channels and Bouquets for which signals of television Channels are requested:
Goods & Services Tax registration number:
PAN No. (Attach a copy):
Are the CAS/ SMS in compliance with the regulations: YES / NO
Copy of the report of the auditor in compliance of the Schedule III and Schedule IX of the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable System) Regulations, if available (Copy Attached): YES / NO

                                 (Stamp & Signature)

Name:

Designation:

Date and Place:

DECLARATION

I                                        _s/o, d/o               ,                             (Owner/Proprietor/Partner /Director/ Authorized Signatory), of                                           (Name

of the Operator), do hereby declare that the details provided a bove 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 and Schedule IX of the Interconnection Regulations. The configuration and the version of the addressable system have not been changed after issuance of the report by the Auditor.

                                 (Stamp & Signature)

Name:                                              Designation:                                 Date and Place:

MANDATORY SUPPORTING DOCUMENTS TO BE SUBMITTED ALONG WITH APPLICATION FORM SEEKING SIGNALS OF BROADCASTER CHANNELS:
1. PAN Card;
2. Goods & Services Tax Registration Certificate;
3. Tax Deduction Account Number (TAN)
4. Certificate / Registration issued to the Operator by the Ministry of Information and Broadcasting (MIB) to operate in DAS area under Rule 11C/11E of the Cable Television Networks Rules 1994 (as amended) and other approvals from the relevant governmental Authority along with all relevant supporting documents, including licenses;
5. Copy of the resolution passed by the board of directors of the Operator or an authority letter from the Operator authorizing_ to execute the Interconnection Agreement on behalf of the Operator;
6. CAS declaration from the conditional access vendor in the format set out at SCHEDULE E.
7. SMS declaration from the SMS vendor in the format set out at SCHEDULE E.

Annexure 1 to Service Form 1

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

Sr. No

Details of Area where the Platform is desirous of operating

Name of Corresponding State / UTs to the Area

Head-end from which the signals of BROADCASTER Channels shall be distributed in such

Area

संपादक की पसंद

बॉलीवुड

लाइफस्टाइल

खेल

लेटेस्ट न्यूज़

REFERENCE INTERCONNECT OFFER (“RIO”)

This RIO is hoisted on Broadcaster’s website.

Agreement Number :

RIO Version Number : India TV-RIO NTO 3.0

Operator Code :

by and between:

And

RECITAL:

Definitions:

“MRP” means Maximum Retail Price of the Channel per Subscriber per STB per month (excluding all applicable taxes) (in Rs.);

“Provisional Invoice” shall have the meaning assigned to it in Schedule B;

“Withheld Programs” shall have the meaning assigned to it in Clause 4.5(d);

Rules of Interpretation

Grant of Rights

Delivery and Security

Monthly Subscription Fee,

Calculation of Subscription Fee

Distribution Margin

Subscriber Reports

Intellectual Property

Advertising/ Marketing/Promotion

Term

The Parties shall enter into new written Interconnection Agreement before the expiry of this Agreement. BROADCASTER will send a written notice to the Operator at least sixty (60) days prior to date of expiry of this Agreement to enter into new Interconnection Agreement.

Termination and Suspension

Indemnification, Limitation of Liability

SCHEDULE A VALIDATION FORM

Term*: One year from Agreement Start Date.

Authorized Area(s)/Territory: (please provide complete details):

Details of agreed areas for distribution of signal of Subscribed Channels by the Operator:

Details of Area Serviced by Operator (Territory):

Bill code:

Installation Address (es) of CAS and SMS (Attach extra sheet if required).

FORMAT FOR DECLARATION OF MULTIPLE/ADDITIONAL INSTALLATION ADDRESS (ES)

Independent News Service Private Limited and

INSTALLATION ADDRESS:

CHANNELS

List of High Definition (HD) Channels of the Broadcaster offered on A-la-carte Basis with MRP of the Channel:

IN WITNESS WHEREOF, the Parties have executed this Agreement:

SCHEDULE B

Subscription Fee for India TV Speed News

for that month = Rs. 0.80 x 10,000 = Rs. 8,000

Details of the Operator

Organisation Type (Select any one which is applicable):

PAN: TAN:

If Yes, MSME registration number: Operator’s License Type [MSO/HITS /DTH]: Operator’s License no.:

Operator’s License Issue Date :

Operator’s License Valid Till Date:

Correspondence/Communication Address:

Operator GST details:

PART A

DECLARATION FORM TO BE OBTAINED FROM CAS PROVIDER (ON THE CAS PROVIDER COMPANY’S LETTER HEAD)

TO MAINTAIN SPECIFICATIONS FOR SET TOP BOXES (STBs), CONDITIONAL ACCESS SYSTEM (CAS) & SUBSCRIBER MANAGEMENT SYSTEM (SMS)

Conditional Access System (CAS) & Subscriber Management System (SMS) Requirements:

STBs, Smart Cards, Systems and Procedures.

Scope and Scheduling of Audit:

Anti-Piracy Measure: Use of any device or software should not invalidate the Fingerprinting.

Commercial Audit*

Basic Audit checks to be completed

Installation Location Address:

Channel wise serial number details of all IRDs, VC Nos and CAMs of the Services being subscribed by the Operator at the location:

APPLICATION FORM FOR REQUEST OF SIGNALS OF BROADCASTER’S CHANNELS BY Operator

(As per Clause 10 (4), (5) and (6) of Chapter IV of the Interconnection Regulations)

As per the details provided in Annexure 1

DECLARATION

MANDATORY SUPPORTING DOCUMENTS TO BE SUBMITTED ALONG WITH APPLICATION FORM SEEKING SIGNALS OF BROADCASTER CHANNELS:

Annexure 1 to Service Form 1