Pluto TV CLA Standard Terms

As of May 29, 2024

SCHEDULE 1
Standard Terms

The following terms and conditions of these Standard Terms shall apply to the terms and conditions set forth in the Principal Terms referencing this Schedule.

Definitions.
1. “Agency Costs” means agency fees, commissions and sales and operational costs attributable to video advertising.
2. “AVOD” means advertising-supported VOD.
3. “Claims” means any third-party claims, losses, damages, liabilities, costs and expenses (including reasonable outside attorneys’ fees and disbursements and court or administrative costs).
4. “Confidential Information” means all information disclosed through any means of communication or by personal observation by or on behalf of the disclosing party to or for the benefit of the other party that relates to the disclosing party’s products, projects, productions (including information regarding talent and other persons involved in such productions), research and development, intellectual properties, trade secrets, technical know-how, policies or practices (and all creative, business and technical information relating thereto), and any other matter that the other party is advised or has reason to know is the confidential, trade secret or proprietary information of the disclosing party. Confidential Information further includes the terms and conditions of this Agreement.
5. “Content Delivery Guidelines and Technical Specs” means the applied specifications and requirements for the delivery, ingest and distribution of video programming content via the Pluto Service, including those relating to device security, encryption, advertising insertion and resolution, as set forth in Pluto’s Content Delivery Guidelines and Technical Specifications, available at paramount.com/Pluto-TV-Content-Delivery-Guidelines, which are incorporated herein by reference.
6. “Data Protection Laws” mean any applicable law, rule, regulation, or any administrative guidance or industry self-regulatory rules or guidelines regarding the same, whether of or by any legislative, administrative, judicial, or other governmental entity, that governs or relates to the confidentiality, security, privacy, or processing of Personal Information or otherwise regulates marketing communications, data protection, or security incident management and/or notification.
7. “Delivery Costs” means costs related to the delivery of the Video Content, including, without limitation, artwork, transcoding, insertion of ad breaks, video conformance and the costs of compliance with accessibility regulations if Licensor has not provided required captions and/or audio descriptions and as further described in Sections 4 and 5 of these Standard Terms and the Content Delivery Guidelines and Technical Specs.
8. “FAST” means free ad-supported streaming television.
9. “FCC” means the Federal Communications Commission.
10. “Gross Revenues” means all revenues actually received by Pluto from third parties in consideration for the sale of video advertising sold by or on behalf of Pluto and appearing in the Video Content in the applicable Territory.
11. “Income Taxes” means taxes imposed by any foreign, federal, state, provincial or local government or taxing authority which are on or measured by either the net income, the modified gross receipts, or the right to do business.
12. “Language” means the language for the Video Content as set forth in Exhibit A of the Principal Terms.
13. “Law” means any law, rule, regulation, court order or ruling of any governmental agency, including any Data Protection Laws.
14. “License Period” means, with respect to any Video Content, the specific period, if any, that such Video Content is made available to Pluto pursuant to this Agreement, as set forth on Exhibit A of the Principal Terms; provided that if no specific License Period is provided, the License Period shall be coterminous with the Term.
15. “Licensor Marks” means the service marks, trademarks, logos and other indicia relating to the Video Content provided by or on behalf of Licensor for the distribution and/or promotion of the Video Content.
16. “Licensor Materials” means the Video Content, metadata, Promo Materials, and Licensor Marks.
17. “Net Advertising Revenue” means Gross Revenues less (i) any Transaction Taxes or similar fees owed with respect to such revenue (which shall not include any Income Tax(es) of either party); (ii) revenue earned by Pluto attributable to advertising inventory purchased by Licensor or its affiliates (if any); and (iii) Agency Costs.
18. “Other Distributor” means any person or entity (including Licensor, but excluding Pluto) that, at any given time during the Term, distributes all or any portion of the Video Content in the Territory at no incremental cost to end users, whether or not pursuant to an underlying subscription (e.g., AVOD).
19. “Performing Rights Society” means, by way of example, ASCAP, BMI, SESAC, GEMA, SACEM, SGAE, SIAE, GMR, and PRS, as applicable to the Territory, or such collective management organization or performing rights society in each applicable country of the Territory from which reproduction, exhibition, distribution, and/or performance rights licenses covering Pluto's transmission of the Video Content are legally required and available.
20. “Personal Information” means “personal data,” “personal information,” or similar terms, as defined in any applicable Data Protection Laws.
21. “Pluto Data” means any and all data or information, in any form, format, or media collected, generated, used, accessed, provided or otherwise accessed or made available (directly or indirectly) by Pluto or any of its employees, agents, contractors, or affiliates through the Pluto Service or any other mechanisms controlled by Pluto or any of its employees, agents, contractors, or affiliates, or by any other party, as well as data related to a User’s use of or activities within the Pluto Service, including, but not limited to, usage or consumption data, IP address, interaction with Video Content or advertising, service credentials such as user name and password, or other Personal Information to be supplied by a User.
22. “Pluto Marks” means the service marks, trademarks, logos and other indicia used for the Pluto Service.
23. “Promo Materials” means clips and stills from the Video Content (including, without limitation, the title(s) of the Video Content) and any trademarks, tradenames and/or logos embodied in the Video Content and the names, voices, likenesses and biographies of all persons who appear in and above-the-line persons who rendered services in connection with and in relation to the production of the Video Content (subject to any third-party restrictions which shall be provided in writing prior to delivery of material).
24. “Share Payments” means the portion of Net Advertising Revenue payable by Pluto to Licensor hereunder.
25. “Transaction Taxes” means all taxes, fees, and assessments due, imposed, assessed, or levied by any federal, state, provincial or local government or taxing authority, including, without limitation, all sales, use, value added, customs, excise, gross receipts taxes, or any similar taxes, including any fees payable to local franchising authorities.
26. “VOD” means video on demand.
27. the terms “Business,” “Controller,” “Data Subject,” “Process” or “Processing,” and “Sensitive Personal Information” (and such other similar terms) have the meanings ascribed to them in applicable Data Protections Laws. With respect to “Data Subject,” this term shall have the same meaning as “consumer” for CCPA purposes. With respect to “Sensitive Personal Information,” this term shall also include Personal Information collected from a “child” or minor as defined under applicable Data Protection Laws.
Payments and Reporting.
1. Payments. Share Payments shall be paid and reported for each calendar quarter of the Term in which the Video Content is commercially distributed as part of the Pluto Service, within ninety (90) days after the end of each such quarter.
2. Usage/Viewer Information. When available, Pluto shall provide Licensor with access to the official Pluto partner dashboard (via one (1) log-in) where Licensor may view usage and viewing information for the Video Content in the categories that Pluto generally provides to other similar content licensors licensing similar video content for distribution as part of the Pluto Service. For clarity, Licensor shall not combine or otherwise associate any viewer information with any Personal Information or viewer profile or otherwise create any viewer profile of any viewer of the Pluto Service.
3. Agency Costs. Agency Costs shall equal fifteen percent (15%) of Gross Revenues generated in the United States.
Grant of Rights; Ownership.
1. Grant of Rights. Licensor hereby grants to Pluto the following rights and licenses (but Pluto does not assume the obligation) in the Territory during the Term:
  1. to digitally exhibit, distribute, promote, transmit, exploit, derive revenues from and otherwise communicate and perform publicly or privately the Video Content in the relevant Languages (including any and all standard definition, high definition, three dimensional, 4K and/or other augmented or enhanced versions thereof) as set forth in the Principal Terms;
  2. to enable the following types of “Enhanced Functionality” with respect to the Video Content: (A) “Start Over” functionality, whereby a User may restart any programming that is then in progress when the Video Content is airing as part of a linear channel; (B) “DVR” functionality, whereby a User may, prior to or during the airing of a given Video Content program, elect to view such program in the future (including without limitation, utilizing fast-forward, rewind and pause capabilities) and/or (C) “Catch Up” functionality, whereby a User may access any of the Video Content that has aired as part of a linear channel after its initial airing (including as per local practice and/or regulation (e.g., a period of thirty (30) days in French-Speaking Countries);
  3. to include, use, distribute, and display any Licensor Marks and/or Promo Materials, in any and all media, including, without limitation, as part of websites and applications branded with the Pluto Marks, to market, advertise and promote the availability of the Video Content on the Pluto Service in the Territory during the Term, as well as to market, advertise and promote the Pluto Service (for clarity, Pluto shall have the right to copy or otherwise reproduce any portion of the Video Content in order to create, edit, distribute and exhibit, Promo Materials);
  4. to include, use, distribute, and display the Licensor Marks as part of the name of a Branded Channel(s) and/or the Licensor Service, as applicable, on the Pluto Service;
  5. to include any Pluto Marks prior to, following, or adjacent to the exhibition of the Video Content or any Promo Materials to identify Pluto as the exhibitor of the Video Content;
  6. to distribute, use, perform, display and reproduce the metadata in connection with the marketing, advertising or promotion of the availability of accessing the Video Content and in search, discovery, recommendation, programming guides, and other features as necessary; and
  7. to exploit the rights set forth in Sections 3.a.i-3.a.vi above as part of the Pluto Service (or any portion thereof) on an advertising supported basis by all technologies now or hereafter known, including any third-party distribution platforms. For clarity, the rights granted to Pluto hereunder shall include the right to embed, place or distribute the Pluto Service (or any portion or channels thereof) on third-party websites, destinations, devices, platforms, and services.
2. Use of Pluto Marks. Subject to Section 8.b of these Standard Terms, Pluto hereby grants to Licensor a royalty-free, non-exclusive, non-sublicensable, non-transferable right and license to use the Pluto Marks, within the Territory during the Term as specified by Pluto solely for the purpose of promoting the availability of the Video Content on the Pluto Service.
3. Ownership.
  1. Pluto acknowledges that the Licensor Marks are the exclusive property of Licensor, and Pluto acknowledges that all use of the Licensor Marks hereunder will inure to the benefit of Licensor. Licensor acknowledges that the Pluto Marks are the exclusive property of Pluto, and Licensor acknowledges that all use of the Pluto Marks hereunder will inure to the benefit of Pluto.
  2. As between Pluto on the one hand and Licensor on the other, (A) Licensor owns and shall continue to own all right, title, and interest in and to the Video Content and Licensor Marks, and nothing in the Agreement confers in Pluto any right of ownership in or to the Video Content or the Licensor Marks; and (B) Pluto owns and shall continue to own all right, title, and interest in and to the Pluto Service, Pluto Data, and Pluto Marks, and nothing in the Agreement confers in Licensor any right of ownership in or to the Pluto Service, Pluto Data, or the Pluto Marks.
Video Content Delivery Requirements.
1. No Third-Party References. The Video Content shall not contain any references to or branding of any other third parties, platforms or websites (e.g., “end cards”, URLs, “calls to action,” etc.) or advertising or sponsorships (unless such advertising or sponsorships are endemic to the Video Content and were included in the original linear broadcast). The Video Content shall not contain any watermarks or bugs.
2. Technical Delivery Requirements.
  1. Licensor shall (at Licensor’s sole cost) deliver the Video Content (and all metadata and Promo Materials related thereto) to Pluto in accordance with the requirements of the Content Delivery Guidelines and Technical Specs (as may be updated from time to time by Pluto with prior notice to Licensor in writing). Pluto will have the right to digitize, compress, encode, encrypt, copy, store and otherwise technologically modify the Video Content for distribution hereunder.
  2. In the event Pluto determines, in its reasonable discretion, that the Video Content is technically unacceptable, Pluto will notify Licensor, and Licensor will promptly, but no later than thirty (30) days after receipt of such notice, remedy any failures and provide Pluto with a technically acceptable copy. In the event such Video Content is still deemed to be technically unacceptable, Pluto may remedy any failure and deduct any out-of-pocket costs associated therewith as Delivery Costs hereunder; provided that Licensor will approve such Delivery Costs, such approval not to be unreasonably withheld, delayed, or conditioned.
  3. Pluto will have the right, in its reasonable business judgment, to edit or otherwise modify a given asset of Video Content solely as necessary for technical or regulatory purposes to include such asset on the Pluto Service.
3. Additional.
  1. Licensor shall be responsible for paying and administering all third-party participations of any kind and all guild payments, including, but not limited to residuals, re-use fees and pension, health and welfare.
  2. Without limiting Licensor’s delivery obligations, Pluto shall have the right to create, have created and/or acquire from a third party in any or all Languages (i) translations/localizations of synopses and names of any and all Video Content; (ii) subtitled and/or dubbed versions and/or versions incorporating signing or sign language for the hard of hearing of any and all Video Content; and (iii) descriptive audio relating to any and all Video Content.
Regulatory Compliance.
1. Delivery. Licensor will deliver each program of the Video Content to Pluto in compliance with, and in a manner sufficient to allow Pluto to comply with applicable Law or policies of applicable governmental bodies, with respect to accessibility requirements (e.g., closed-captioning for the hearing impaired, audio description/described video for the visually impaired, and/or versions incorporating signing or sign language for the hard of hearing) (collectively, “Accessibility Rules”) in the applicable Territories.
  1. Captions.
    1. Where closed captioning is not available or is not in compliance with the Accessibility Rules for any program or unit of Video Content, Licensor will accurately notify Pluto, in writing, no later than upon initial delivery.
    2. In the event closed captioning is not available for certain Video Content, Pluto may create closed captions in the applicable Language in accordance with Section 4.c.ii. If Licensor fails to provide the Video Content with closed captioning files as required under this Section, Pluto may recoup the out-of-pocket costs thereof as Delivery Costs.
    3. Pluto’s election to create captions or to conform any caption files to Pluto’s or the specifications required under applicable Law shall not constitute a waiver of any of Pluto’s rights or Licensor’s obligations hereunder, and the responsibility for delivering the Video Content to Pluto in compliance with applicable Law (and for accurately notifying Pluto of which Video Content is required to be captioned pursuant to such applicable Law) shall remain with Licensor at all times.
    4. In addition, Licensor shall notify Pluto in writing (email acceptable) of any Video Content that has previously aired on television in the United States in the Language.
  2. Audio Descriptions.
    1. Licensor will identify any Video Content with associated audio description/described video files, and provide them to Pluto where available and/or upon request. Where audio description/described video files are not available or not in compliance with the Accessibility Rules for any program or unit of Video Content, Licensor will accurately notify Pluto, in writing, no later than upon initial delivery.
    2. In the event audio description/described video files are not available for certain Video Content, Pluto may create the audio descriptions/described video in the applicable Language in accordance with Section 4.c.ii. Where such audio descriptions/described video are required pursuant to the Accessibility Rules, and Licensor fails to provide them as required, Pluto may recoup the out-of-pocket costs thereof as Delivery Costs.
  3. Versions Incorporating Signing or Sign Language.
    1. Licensor will identify any Video Content with associated versions incorporating signing or sign language, and provide them to Pluto where available and/or upon request. Where versions incorporating signing or sign language are not available or not in compliance with the Accessibility Rules for any program or unit of Video Content, Licensor will accurately notify Pluto, in writing, no later than upon initial delivery.
    2. In the event versions incorporating signing or sign language are not available for certain Video Content, Pluto may create the versions incorporating signing or sign language in the applicable Language in accordance with Section 4.c.ii. Where such versions incorporating signing or sign language are required pursuant to the Accessibility Rules, and Licensor fails to provide them as required, Pluto may recoup the out-of-pocket costs thereof as Delivery Costs.
  4. Delivery of any Video Content that requires closed captions, audio description/described video, and/or versions incorporating signing or sign language (as applicable) shall not be deemed satisfied for purposes of this Agreement until a satisfactory captioned content, audio description/described video file, and/or version incorporating signing or sign language (as applicable) has been received by Pluto. For the avoidance of doubt, in the event any program or unit of Video Content is not subject to Accessibility Rules at the time it is initially delivered to Pluto, but subsequently becomes subject thereto, (A) Licensor must immediately provide Pluto with notice thereof (thirty (30) days advance notice, to the extent possible), in writing and (B) such Video Content shall be subject to the same terms and conditions, and the same obligations of Licensor as Video Content that was subject to the applicable Accessibility Rules at the time it was originally delivered by Licensor to Pluto.
    1. Inquiries. Licensor shall promptly and accurately respond to any Pluto inquiry into the accessibility requirements of the Video Content.
    2. European Works. With respect to any Video Content to be distributed in Europe, the following shall apply:
      1. Pursuant to the Audiovisual Media Services Directive (Directive 2010/13/EU) and in accordance with the general obligation to promote European Works (as defined below), Licensor shall inform Pluto of any and all Video Content assets, which qualify as European Works.
      2. For the purposes of this Agreement, “European Works” shall mean:
        
        Works originating in Member States and United Kingdom;
        
        Works originating in European third States party to the European Convention on Transfrontier Television of the Council of Europe; and/or
        
        Works co-produced within the framework of agreements related to the audiovisual sector concluded between the Union and third countries and fulfilling the conditions defined in each of those agreements.
      3. Furthermore, with respect to those Video Content assets which qualify as European Works, Licensor shall inform Pluto of any and all Video Content assets which also constitute:
        
        European Works and independent productions (i.e. created by production companies having no equity relationships with broadcasters or, no more than twenty-five percent (25%) of the share capital is held by a single broadcaster or, fifty percent (50%) of the share capital is held by multiple broadcasters) (“Independent Productions”); and
        
        European Works and Independent Productions created in the period commencing no less than five (5) years before launch of the Video Content on the Pluto Service.
      4. Capitalized terms used in this Section 5.c and not defined hereunder shall have the meanings ascribed to them under the Audiovisual Media Services Directive (Directive 2010/13/EU).
Data Usage.
1. Independent Controllers. The parties agree that as between each other, each: (i) is a separate and independent Business and Controller; (ii) does not and will not Process Personal Information which it discloses or receives under the Agreement as joint Controllers; (iii) will individually determine the purposes, means, and lawful basis of its Processing of Personal Information; and (iv) shall be individually and separately responsible for complying with Data Protection Laws as a Controller and a Business, as well as ensuring that any third party to whom it provides Personal Information in connection with the Agreement (if any) also complies with such obligations.
2. Security. Each party shall implement appropriate physical, technical and organizational information security measures and shall provide the other party with written notice of any data security breach (or similar term, as defined by applicable Data Protection Law) or regulatory order or notice affecting Personal Information subject to this Agreement and within the notifying party’s possession or control. Such notice shall summarize in reasonable detail the impact on the other party, the Data Subjects who may be impacted, and any remediation actions taken.
3. Assistance. Each party shall provide reasonable and timely assistance in order to enable the other party to comply with applicable Data Protection Laws, including to respond to any Data Subject’s request in relation to Personal Information held by the other party.
4. Data Transfer. The parties acknowledge that performance under the Agreement may require the transfer or Processing of Personal Information within and across national boundaries and agree to ensure the proper cross-borders data transfer mechanisms (including any requisite notices) are implemented to allow such transfer or Processing.
5. Opt-Out. When required by Data Protection Laws, each party shall implement adequate mechanisms to allow Data Subjects to grant consent to and/or opt-out of use of Personal Information. When appropriate, the parties shall cooperate in good faith to explore methods for sharing Data Subjects’ choices, such as receiving opt-out and other relevant signals through appropriate and mutually agreed-upon mechanisms.
Product Features. Pluto shall have the right to offer Users user-initiated features or other product features, including without limitation overlays (i.e., any image or graphic that Pluto places over the Video Content) and shrink backs (i.e., reduction of video display to allow for surrounding images and graphics); provided that any such capability is applied to the Video Content on a non-discriminatory basis as compared to other video programming distributed via the Pluto Service; provided further that it shall not be deemed discriminatory for Pluto to offer a given feature and/or capability with respect to only a limited number of channels for a “test” period of up to sixty (60) days. For the avoidance of doubt, Pluto is not required to take any action(s) to prevent overlays or shrink backs that are independent of the Pluto Service (e.g., alerts or messages generated by a consumer electronics device).
Marketing.
1. Promotion. Licensor will use commercially reasonable efforts to promote the availability of the Video Content on the Pluto Service on its respective platforms and other marketing channels (e.g., website(s), application(s) and/or social media page(s) associated with and/or otherwise branded with Licensor and/or the Video Content (with respect to Licensor).
2. Approval. All materials that Licensor wishes to use utilizing the Pluto Marks and/or promoting or publicizing the availability of the Video Content on the Pluto Service shall be subject to the prior approval of Pluto, which approval will not be unreasonably withheld.
Representations and Warranties.
1. Licensor’s Representations and Warranties. Licensor represents and warrants that:
  1. It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder;
  2. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action;
  3. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Licensor, enforceable against Licensor in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally, and by general equitable or comparable principles;
  4. Throughout the Term, Licensor will have the right to grant the licenses granted herein free and clear of all liens, restrictions, charges, claims and encumbrances, and no third party has, or to the best knowledge of Licensor no third party has claimed, any rights that would be inconsistent with the rights granted to Pluto hereunder;
  5. None of the Licensor Materials, nor any of the programming contained therein nor any component thereof (A) is or will be libelous, slanderous, obscene, defamatory or indecent; (B) violates or infringes or will violate or infringe any rights of any person or entity, including the civil or property rights, copyrights (including music rights as set forth below), synchronization rights, trademark rights, patent rights and rights of privacy or publicity; (C) is subject to, or the subject of, any lien, encumbrance, charge, lis pendens, administrative proceeding, governmental investigation or litigation pending or threatened; or (D) violates any applicable Law;
  6. Licensor has obtained and will maintain during the Term, at Licensor's sole expense, all necessary music rights, authorizations, permits, exemptions, consents and licenses covering the Licensor Materials;
  7. All reproduction and performing rights in all music compositions and copyright-protected content contained in each Video Content asset are either: (A) controlled by a Performing Rights Society, (B) controlled by Licensor (to the extent required for the exploitation of the rights granted hereunder) and granted herein for no additional consideration, or (C) in the public domain.
  8. Licensor presently is and will remain, at all times during the Term, in full compliance with all applicable Law (including all such Laws enforced, administered, promulgated or pronounced in the Territory and in the country or countries in which the Video Content originates), including such Laws that are applicable to the Video Content and its delivery by Licensor to Pluto;
  9. The Video Content carries a rating no more restrictive than “R” under the system or guidelines employed by the FCC’s parental content guidelines or the MPAA (or would carry no more restrictive rating if such systems or guidelines were applied to the Video Content) and complies with the rating assigned thereto in applicable metadata; and
  10. Licensor has identified, and will continue to identify, any Video Content that consists of children’s programming (or is deemed directed to children) in accordance with applicable Law in the applicable Territory.
2. Pluto’s Representations and Warranties. Pluto represents and warrants that:
  1. It is a company duly organized under the laws of the state of its organization and has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder;
  2. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action; and
  3. This Agreement has been duly executed and delivered by, and constitutes a valid and binding obligation of Pluto, enforceable against Pluto in accordance with the terms and conditions set forth in this Agreement, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally, and by general equitable or comparable principles.
Indemnification.
1. Licensor Indemnification. Except for Claims directly resulting from the negligence and/or willful misconduct of Pluto, Licensor agrees to indemnify, defend and forever hold harmless Pluto and Pluto’s parents, subsidiaries and affiliates, and the present and/or former officers, shareholders, directors, employees, partners, and agents of each of the foregoing, from and against any and all Claims arising out of (i) an actual or alleged breach of any of Licensor’s representations, warranties or obligations under this Agreement; or (ii) the Licensor Materials, where used in accordance with the terms of this Agreement.
2. Pluto Indemnification. Except for Claims directly resulting from the negligence and/or willful misconduct of Licensor, Pluto agrees to indemnify, defend and forever hold harmless Licensor and its parents, subsidiaries and affiliates, and the present and/or former officers, shareholders, directors, employees, partners, and agents of each of the foregoing, from and against any and all Claims arising out of an actual or alleged breach of any of Pluto’s representations, warranties or obligations under this Agreement.
3. Indemnification Procedures. The indemnified party shall give the indemnifying party prompt written notice of any Claim or litigation for which the indemnified party seeks indemnification; provided, that the indemnifying party's obligations shall not be affected by any delay or failure in providing such notice unless the indemnifying party reasonably demonstrates that the defense or settlement of the Claim was materially prejudiced thereby. The indemnifying party shall have the right to assume the defense of any such Claims or litigation; provided, that the indemnifying party shall not enter into any settlement without the indemnified party's prior written consent. If, in the reasonable discretion of the indemnified party, the indemnifying party fails to diligently pursue and defend a Claim or litigation, then the indemnified party may assume the control of such Claim or litigation at the indemnifying party's expense. The settlement of any Claim or litigation, in whole or in part, by an indemnified party without the indemnifying party's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) shall release the indemnifying party from its obligations hereunder with respect to that portion of the Claim or litigation so settled. The indemnified party shall cooperate fully with the indemnifying party in the defense, settlement or other disposition of such Claim or litigation, and shall have the right, but not the obligation, to join in and be represented by its own counsel, at its own expense.
Insurance. Licensor will comply with Pluto’s insurance requirements set forth at paramount.com/Pluto-TV-Licensor-Insurance-Requirements.
Termination/Suspension.
1. Termination. Either party may terminate this Agreement upon written notice to the other party in the event that (i) the other party materially breaches this Agreement and such breach is not substantially cured within thirty (30) days following written notice of such breach; or (ii) the other party becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding in any jurisdiction relating to insolvency, receivership, liquidation or composition for the benefit of creditors that is not dismissed within sixty (60) days. In addition, Licensor may terminate this Agreement pursuant to Section 8 of the Principal Terms, and Pluto may terminate this Agreement if Pluto entirely discontinues operation of the Pluto Service, in which case Pluto shall provide sixty (60) days’ prior written notice to Licensor.
2. Return of Confidential Information; Survival. Upon termination of this Agreement, each party will promptly return all Confidential Information of the other party. In addition, any term that by its nature is intended to survive expiration or termination of this Agreement shall so survive, including without limitation, Sections 1, 3.c, 10, 11, 12.b, 13, 14 of these Standard Terms, as well as any payment obligations accrued prior to such expiration or termination.
3. Removal. Pluto may remove any Video Content, at any time, for any reason, including, without limitation, in connection with any Licensor breach or violation of this Agreement. If such removal is due to Licensor’s breach, Pluto may reinstate the applicable Video Content, when such breach or violation has been cured to Pluto’s reasonable satisfaction.
LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW AND EXCEPT WITH RESPECT TO BREACHES OF CONFIDENTIALITY AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY; AND (B) IN NO EVENT SHALL THE ENTIRE LIABILITY OF EITHER PARTY ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, EXCEED THE TOTAL AMOUNTS REQUIRED TO BE PAID TO LICENSOR UNDER THIS AGREEMENT (IN THE CASE OF EACH OF (A) AND (B), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF THE APPLICABLE LOSS WAS REASONABLY FORESEEABLE AND/OR IF THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.
Miscellaneous.
1. Assignment. Neither party shall assign this Agreement, in whole or in part, without the prior written consent of the other party, which consent will not be unreasonably withheld; provided that such consent shall not be required in the event that a party assigns this Agreement to (i) any person or entity acquiring all or substantially all of its assets; (ii) a successor entity resulting from a merger, acquisition, corporate reorganization or consolidation; or (iii) an entity controlling, controlled by or under common control with such party. This Agreement, including both its obligations and benefits, will pass to, and be binding on, the respective assignees, transferees and successors of each of the parties. Any purported assignment of this Agreement without the requisite consent will be a material breach of this Agreement and will be null and void.
2. Force Majeure. Neither party will be liable to the other under the terms of this Agreement for any delays, preemptions or other failure to perform when such delays, preemptions or failure are due to any cause beyond the control of the party whose performance is so affected, including, without limitation, fire, war, strike, riot, labor dispute, terrorist act, technical failure, or an act of God. In the event of any such delay, preemption or failure, the affected performing party will promptly notify the other party of the nature and anticipated length of continuance of such force majeure, and during such period both parties will be excused from performance to the extent affected hereunder.
3. Confidentiality. Each party shall keep confidential and not disclose to any third party or use (except as contemplated by this Agreement) the other party’s Confidential Information. Each party’s nondisclosure obligation will not apply to any information that: (i) is or becomes (through no improper action or inaction by the receiving party) generally available to the public; (ii) was in the receiving party’s possession or known by it without restriction prior to receipt from the disclosing party; (iii) was rightfully disclosed to the receiving party by a third party without restriction; or (iv) was independently developed by employees of the receiving party without use of any Confidential Information of the disclosing party. In addition, notwithstanding the foregoing, the receiving party may disclose Confidential Information (A) to its employees, in their capacity as such and on a “need to know” basis; (B) as may be required by applicable Law provided the receiving party gives the disclosing party prior notice of such required disclosure (if and where permitted) and allows the disclosing party to participate in the proceeding; and/or (C) to its accountants, auditors, legal counsel and/or parent companies, as part of their normal review procedures, or its bankers, bona fide potential lenders, investors and/or purchasers; provided that each of the foregoing has agreed to be bound by the provisions of this Section. Each party acknowledges and agrees that, due to the unique nature of Confidential Information, there may be no adequate remedy at law for breach of this Section and that such breach could cause irreparable harm to the non-breaching party; therefore, the non-breaching party shall be entitled to seek immediate injunctive relief in addition to whatever remedies it might have at law or under this Agreement. Any press release issued concerning the subject matter of this Agreement must be approved by both parties in advance and any such approval shall not be unreasonably delayed or withheld.
4. Notices. Any notice, consent or report given under this Agreement shall be in writing to the other party, with a copy to “Legal Department”, and sent by postage prepaid, registered or certified mail (return receipt requested) (with receipt being deemed on the earlier of actual receipt or the fifth day thereafter), by hand or messenger delivery (with receipt being deemed upon delivery), by overnight delivery service (such as FedEx or similar service) (with receipt being deemed on the next business day), or by email (with receipt being deemed on the day of transmission (or, if not a business day, on the first business day thereafter)), at the address set forth in Section 5 of the Principal Terms, or such other address designated by a party in accordance with this Section.
5. Cumulative Remedies. All rights and remedies set forth herein shall be in addition to all other rights and remedies to which a party may be entitled under this Agreement and at law and in equity.
6. Relationship of the Parties; Third Party Beneficiaries. The parties agree that they are each independent contractors and nothing in this Agreement will be deemed to establish, and the parties do not intend to establish, any joint venture, partnership, agency or employment relationship between the parties. This Agreement is for the sole benefit of the parties hereto and their authorized successors and assigns, and nothing herein is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever.
7. Governing Law; Jurisdiction. The obligations of Pluto and Licensor under this Agreement are subject to all applicable Laws. This Agreement, and all collateral matters relating thereto, will be governed and construed under the laws of the State of California, applicable to agreements fully made and performed therein, without regard to conflicts of law provisions thereof. The parties hereby agree that the jurisdiction of, or the venue of, any action brought by either party shall be exclusively in a state or federal district court sitting in Los Angeles County, California, and both parties hereby agree to waive any right to contest such jurisdiction and venue.
8. Interpretation. The captions and headings in this Agreement are intended only for convenience and will not be used to interpret the scope or intent of this Agreement nor any provision hereof. Each party acknowledges that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.
9. Severability. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision of this Agreement. Notwithstanding the foregoing, to the extent that any law or regulation is changed in a way that makes any provision of this Agreement illegal or unenforceable (x) such provision shall be reformed to the minimum extent necessary to cause such provision to be valid, enforceable and legal while preserving the intent of the parties as expressed in, and the benefits to the parties provided by, this Agreement, or (y) if, after good faith negotiations, the parties cannot agree upon such reform, the party whose interests are materially adversely affected may terminate this Agreement upon written notice to the other.
10. Waiver. No term or condition of this Agreement will be deemed waived, and no breach will be excused, unless in writing and signed by the party against whom such waiver or excuse is claimed.
11. Entire Agreement. With respect to distribution of the Video Content, this Agreement, including all Exhibits and Schedules, constitutes the entire agreement between the parties and supersedes all prior understandings and communications, oral or written.

Summary of Updates:

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