This Letter Agreement (“Letter Agreement”), dated March 23, 2010 (“Effective Date of Letter Agreement”), is by and between
Tribune Media Services, Inc., (“TMS”), a Delaware corporation having a place of business at 435 N. Michigan Ave., Chicago, IL
60611, and TiVo Inc. (“TiVo”), a Delaware corporation having a place of business at 2160 Gold Street, Alviso, California 95002.
WHEREAS TMS wishes to provide, and TiVo wishes to accept, the TMS Unique IDs and Gracenote DVD Cover Art
images, as described in the documents “on_connectors_partners_2.0.xsd Schema Specification Types, Elements and Attributes
Version 2.0” including updates, modifications and revisions thereof; and
WHEREAS, TiVo wishes to license the Gracenote Software solely in order to access the DVD Cover Art.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
TMS and TiVo hereby enter into this Letter Agreement, which sets forth the parties’ understanding of the provision of
particular data and software agreed to in connection with the Tribune Media Services License Agreement effective May 14,
2007 (“License Agreement”).
1. All capitalized terms in this Letter Agreement will have the same meaning as set forth in the License Agreement. Except where
expressly set forth otherwise in this Letter Agreement, all terms of the License Agreement will apply and are incorporated herein
by reference. All capitalized terms not defined herein shall have the meaning ascribed to them in the License Agreement.
2. “DVD Cover Art” means, collectively, TMS Unique IDs for Gracenote DVD Cover Art and Gracenote DVD Cover Art images.
“Gracenote Software” means the Gracenote software development kit as provided hereunder.
3. DVD Cover Art shall be deemed “TMS Partner Data” as that term is used in the License Agreement, and, moreover, it shall be
deemed to be part of that certain TMS Partner Data that is included in the definition of “TMS Licensed