Telefon: +420 –233 109 711, Fax: +420 –233 109 712, e-mail: office@pragosport.cz
Pragosport, a.s., Na Ořechovce 579/6, 000 00 – Xxxxx 0, Xxxxx xxxxxxxxx, IČO 18628010
Telefon: +420 –000 000 000, Fax: +420 –000 000 000, e-mail: xxxxxx@xxxxxxxxxx.xx
SMLOUVA O POSKYTNUTÍ PRÁV
POSKYTOVATEL: Pragosport, a.s.
Na Ořechovce 579/6, 162 00 Praha 6, Česká republika
IČ: 18628010
Česká republika
zapsaná v obchodním rejstříku u Městského soudu v Praze, oddíl B., vložka 755
jejímž jménem jedná pan Xxx. Xxxxxxxx Xxxxx, člen představenstva
Bankovní spojení: XXXXXX
(dále jen „poskytovatel“ nebo „Licensor“)
NABYVATEL: Rozhlas a televízia Slovenska
se sídlem Mlynská dolina, 845 45 Bratislava Slovenská republika
DIČ: SK 2023 169973
jejímž jménem jedná: PhDr. Xxxxxxxx Xxxxxx, generálny riaditeľ
bankovní spojení: XXXXXX č.ú: XXXXXX
(dále jen „nabyvatel“ nebo „Licensee“)
TITUL (AKCE):
1/ ISU pro sezóny 2019/20, 2020/21, 2021/22 a 2022/23
(v rozsahu uvedeném v příloze č. 1 a se začátkem sezóny 2019/20 od 18.10.2019)
- minimální vysílací povinnost 30 hodin/sezónu
2/ MS v házené mužů a žen v letech 2021, 2023 a 2025 (celkem 6 MS) bez účasti SR týmů
- minimální vysílací povinnost 0 hodin/MS
3/ tři venkovní kvalifikační zápasy na Euro 2020 v házené žen v rozsahu:
25./26.9.2019 | Rusko – SR |
25./26.3.2020 | Švýcarsko – SR |
31.5.2020 | Srbsko – SR |
Termíny zápasů jsou zcela v rozhodovací pravomoci organizátora a mohou být změněny. Minimální vysílací povinnost 0 hodin
4/ mezinárodní atletické závody v letech 2020 a 2021 v rozsahu uvedeném v příloze č. 4.
- minimální vysílací povinnost 0 hodin
Společnost Pragosport, a.s. byla zapsána do obchodního rejstříku dne 31. května 1991 a je uvedena v oddílu B, číslo vložky 755 obchodního rejstříku vedeného Městským soudem v Praze.
POSKYTOVANÁ PRÁVA: poskytovatel prohlašuje, že je oprávněný poskytnout práva,
která jsou předmětem této smlouvy včetně jejich specifikace, podmínek a obsahu popsaných v přílohách tvořících její nedílnou součást. Poskytovatel poskytuje nabyvateli touto smlouvou televizní práva k výše popsaným akcím pro živé vysílání nebo vysílání ze záznamu na programech nabyvatele šířených terestricky, kabelově a satelitně a pro geo-blokované internetové a mobilní vysílání.
Veškerá práva pro jednotlivé akce jsou specifikována a detailně popsána v jednotlivých přílohách vážících se k jednotlivým akcím. V případe kolize mezi tímto ustanovením a specifickými ustanoveními v jednotlivých přílohách, mají přednost ustanovení jednotlivých příloh.
ÚZEMÍ: Slovenská republika
JAZYK: slovenština
ČAS, NA NĚŽ JSOU se začátkem od 25.9.2019 na dobu, která je specifikována
PRÁVA POSKYTOVÁNA: v jednotlivých přílohách
CENA POSKYTOVANÝCH cena poskytovaných práv je 256.000,-- EUR
PRÁV: (slovy: dvěstěpadesátšesttisíc EUR)
PLATBA: Platba v EUR na základě faktur/daňových dokladů vystavených poskytovatelem s následujícími splatnostmi:
50.000,-- EUR | 01.09.2019 |
50.000,-- EUR | 01.12.2019 |
25.000,-- EUR | 01.03.2020 |
15.000,-- EUR | 01.06.2020 |
25.000,-- EUR | 01.03.2021 |
15.000,-- EUR | 01.06.2021 |
25.000,-- EUR | 01.03.2022 |
15.000,-- EUR | 01.06.2022 |
36.000,-- EUR | 01.06.2023 |
Faktura bude nabyvateli zaslána nejpozději 30 dní před splatností.
Veškeré smluvní částky jsou uvedeny bez DPH a /nebo všech ostatních daní platných v současnosti nebo které vstoupí v platnost v budoucnu. V případě, že taková daňová povinnost vznikne za trvání platnosti této smlouvy, nabyvatel se ji zavazuje zaplatit nad sumy dohodnuté výše v této smlouvě.
Nabyvatel získává v rámci této smlouvy práva k MS v házené. Výše uvedená cena je platná pro MS, kterých se nebudou účastnit týmy SR. V případě, že se slovenský národní tým mužů a/nebo žen MS zúčastní, celková cena poskytovaných práv se
automaticky zvýší o 10.000,-- EUR za každé MS mužů nebo žen, kterého se Slovensko zúčastní. Na tuto dodatečnou částku vystaví Pragosport fakturu se splatností 30 dní před konáním daného MS.
TECHNICKÉ NÁKLADY: informace o jednotlivých technických nákladech jsou uvedeny
v daných přílohách (1. – 4.) jednotlivých akcí tvořících nedílnou součást této smlouvy.
OSTATNÍ UJEDNÁNÍ:
1/ V případě naplnění předpokladů předčasného ukončení smluvní spolupráce v rámci některé z akcí tvořících TITUL (AKCI) této smlouvy z důvodu nedodržení smluvních podmínek, ať již ze strany poskytovatele nebo nabyvatele, smluvní strany výslovně dohodly a souhlasí s tím, že dojde k ukončení smlouvy pouze u té jednotlivé akce/v rozsahu té akce, jejíž podmínky byly porušeny. Všechny zbývající akce, jejichž podmínky byly dodrženy, zůstávají v platnosti a ve vztahu k nim zůstává tato smlouva v platnosti v nezměněné podobě.
Nedílnou součástí této smlouvy jsou přílohy 1.- 4., které se obě strany zavazují podepsat.
Oficiálním jazykem této smlouvy je čeština. Oficiálním jazykem jednotlivých příloh, které tvoří nedílnou součást této smlouvy, je angličtina.
Platnost této smlouvy nastává dnem podpisu v pořadí druhou ze smluvních stran. Účinnost této smlouvy nastává dnem následujícím po dni zveřejnění této smlouvy v Centrálním registru smluv Úřadu Vlády Slovenské republiky.
V Praze dne................... V Bratislavě dne ...........................
Poskytovatel Nabyvatel
………………………............................... …….……..…….……………….................................
Pragosport, a.s. PhDr. Xxxxxxxx Xxxxxx,
generálny riaditeľ RTVS
Příloha č. 1 – ISU
Principal Terms
Events | (i) ISU Speed Skating Championships; (ii) ISU World Cup Speed Skating; (iii) ISU Short Track Speed Skating Championships; (iv) ISU World Cup Short Track Speed Skating; (v) ISU Figure Skating Championships; (vi) ISU Grand Prix of Figure Skating; (vii) ISU World Synchronised Skating Championships; which are scheduled in the Seasons 2019/2020, 2020/21, 2021/22, 2022/23. The complete and detailed list of Events is attached in Schedule 3. |
Rights | (1) Audio-visual Rights The right to transmit and make available during the Term, on the Designated Services on a Free and/or Pay basis in the Language(s) within the Territory and via the Permitted Means: the Live Feed of each Event; and in each case: • on a live and/or delayed basis; and • in whole or in part (including as edited clips). (2) Ancillary Rights The right (during the Term, within the Territory and subject always to the applicable terms of this Agreement) to use: (i) the Competition Brands in accordance with clause 7 of the Standard Terms; (ii) the Centrally Produced Graphics; (iii) the Official ISU Data; in each case, solely for the purposes of inclusion within, and promotion and advertising of, its transmission of the Licensee Programming. |
Designated Services | Any channel, website, app or other digital service in the Territory which, in each case, is branded and is owned and operated by Licensee. Such channels, websites, apps and/or other digital services in the Territory which are owned and operated by the Licensee and which are approved hereunder by Licensor as ‘Designated Services’. |
Permitted Means | Platform Neutral (but, for the avoidance of doubt, excluding the Excluded Means) |
Transmission Obligations | A. Minimum Transmission Obligations Licensee undertakes to transmit the following Events on a Free basis in the Territory: |
- Thirty (30) hours live in total in Television from all Events per each Season B. Events that may be not transmitted Licensee further undertakes to Licensor that it will transmit all Events that are not subject to the Minimum Transmission Obligations in Part A live and in full on a Designated Service throughout the Territory unless it notifies Licensor in writing (including by email) no later than five (5) working days prior to the start of any such Event, that it will not transmit the relevant Event live and in full (a "No Transmission Notice"). Where Licensee provides a No Transmission Notice in respect of an Event, as described in the paragraph above: (i) Licensee shall no longer have the right (or the obligation) to transmit the relevant Event on a live basis; and (ii) notwithstanding the provisions of clause 1 of the Standard Terms (or Reserved Rights of the Principal Terms), Licensor shall, without any compensation whatsoever due to Licensee, have the right to itself transmit, and/or to authorise any third party to transmit, the Event live and in full in the Territory on any platform or channel fully owned and controlled by ISU. For the avoidance of any doubt, it is agreed that failure by Licensee to comply with any of the foregoing obligations in this Section shall be deemed to be a material breach of this Agreement for the purposes of clause 8.2(i) of the Standard Terms. | |
Exclusivity | The Audio-visual Rights granted to Licensee hereunder are granted to Licensee on an exclusive basis in the Territory for the duration of the applicable Exclusivity Period and with respect of the Exclusive Area such that, subject always to the provisions of Transmission Obligations B above, Reserved Rights below and clause 1.2 of the Standard Terms, Licensor shall not (and shall procure that no third party, including ISU, shall) itself exercise or authorise any third party to exercise, the right, during the Exclusivity Period applicable to each Event, to transmit and/or otherwise make available Event Footage from the Exclusive Areas of any such Event in the Territory (in any language). The “Exclusivity Period” means, in respect of each Event, the period commencing at the start of the relevant Event and ending one (1) month from the completion of such Event. For the avoidance of doubt, any and all other rights granted to Licensee hereunder are granted on a non-exclusive basis. |
Reserved Rights and Exceptions to Exclusivity | A. Reserved Rights All rights not expressly granted to Licensee under this Agreement are, in each case, reserved by Licensor and/or ISU (and are not granted to |
Licensee) and accordingly may be exercised or exploited by Licensor, ISU or any other third parties within or outside the Territory. Without prejudice to the generality of the above, Xxxxxxxx further acknowledges and agrees that the Excluded Means are reserved by Licensor and/or ISU and are not granted to Licensee. B. Exceptions to Exclusivity Licensee acknowledges and agrees that the exploitation by Licensor, ISU or any third parties of the following rights in the Territory during the Term shall not be deemed to be a breach of Licensor’s exclusivity obligations or otherwise be a breach of this Agreement: (i) the right for Licensor and/or ISU to transmit, exhibit or otherwise make available Event Footage of each Event on a live (if the Event is not broadcasted live by Licensee, see Transmission Obligation B above) or delayed (if the Event is broadcasted by Licensee) basis (and whether in whole or in part) (including but not limited to simultaneously live stream) on the official ISU subscription streaming service and ISU Platforms; (ii) the right to transmit, exhibit or otherwise make available Event Footage of each Event on a live and/or delayed basis (and whether in whole or in part (including but not limited to simultaneously live stream) on any Platform owned or controlled by “Eurosport”, also locally co-branded; (iii) the right to use, on any and all ISU Platforms: • Up to five (5) clips of Event Footage (each clip no longer than ten (10) seconds in duration) per Segment/Distance during the Event; • up to ninety (90) seconds per Segment / Distance per Event with a thirty (30) minutes embargo after the end of the respective Segment / Distance; • up to maximum of five (5) minutes per Segment / Distance per Event with a time embargo of one (1) week after the end of the respective Event; and (iv) the right to authorise the ISU and any third party such as i.e. ISU Members, participating athletes, Official Sponsors, Official Suppliers, the LOC, news agencies, content distributors and selected social media influencers to use clips of up to five (5) minutes of Event Footage from each Event on any platforms, provided that any such use is made only after the completion of the relevant Event; (v) the right to authorize the ISU, any ISU Member and any athlete to use Event Footage, of a maximum of ten (10) minutes per Event, to be published not before two (2) weeks after completion of the respective Event solely for educational, non- commercial purposes, including but not limited to e-learning platforms and webinars, training, analysis, internal team preparation and the education of skaters, Ice Skating officials and coaches; and |
(vi) the right to authorise selected social media influencers to use clips of up to three (3) minutes of Event Footage from each Event on their Owned and Operated Platforms, including on an in- Event (but not live) basis; (vii) for the avoidance of doubt, the right for Licensor and/or the ISU to use (and to authorise third parties to use) any and all Event Footage in the Territory, on any basis, after the expiry of the Exclusivity Period applicable to the relevant Event. | |
Commercial Opportunities | If requested by Licensor no later than three (3) months prior to the first Event of the respective Season, Licensee procures to grant to the Official Sponsors of the Events, as notified to Licensee by Xxxxxxxx, a right of first negotiation with respect to the purchase of Broadcast Sponsorship as well as commercial airtime slots on a product category exclusivity basis, available before, during and/or after transmissions of the Events. |
Term | The period commencing on the Effective Date and, subject to earlier termination in accordance with the terms of this Agreement, ending on 30 June 2023. |
Production Obligation | Should a 2nd Tier Event take place in the Territory during the Term then Licensee shall be responsible as Licensor’s appointed host broadcast partner for the production of a Live Feed of such Event (each such Event to be produced hereunder by Licensee a “Licensee HB Event”). For the avoidance of doubt, it is agreed that such production may be undertaken either by Licensee itself or by a third-party subcontractor engaged by Licensee. The Licensee shall produce the Live Feed of each Licensee HB Event in accordance with the production guidelines (hereinafter referred to as "Production Guidelines"), as further set out in detail in the attached Schedules 4 and 5 to this Agreement, as the same may be reasonably amended from time to time. Licensee shall, in the production of the Live Feed for each Licensee HB Event hereunder: (i) follow any and all reasonable instructions of ISU, Licensor, their representatives, employees, the event security and any other person supervising the production services and the observance of any (commercial) obligations in connection with the production services on behalf of ISU and/or Licensor; (ii) make such Live Feed available to Licensor and/or any other rights-holding broadcasters from outside the Territory free of charge for its use and redistribution up on a standard European satellite of the EUTELSAT family at no additional cost to Licensor. This means, for the avoidance of doubt, that Licensee shall bear the up-link and space segment costs, but no other costs for use and redistribution of the Live Feeds. It is acknowledged and agreed that in Licensor`s sole discretion, Licensor may elect to take over and assume the handling and organisation of the booking of the satellite space and – subsequently – coordinate the signal distribution |
internationally and nationally, thereby charging all takers of the signal (including, without limitation, also Licensee) according to a customary ratecard. If, in Licensor’s reasonable view, Licensee is not in a position to comply with its obligations hereunder (for example, if the quality of Licensee’s production will not meet the required standards of Licensor) then Licensor may decide to have all or part of the productions referred to herein produced by a third party at Licensee’s cost. Without prejudice to the foregoing, Licensor reserves the right at its sole discretion to act as the host broadcaster or to appoint a third party to act as Licensor’s host broadcast production partner for any Event. In either case, Licensor may determine that Licensee is able to provide part of the required obligations and, in such circumstances, Licensee will co-operate fully with Licensor and/or any such third party appointed to deliver those obligations which Licensee is not appointed to provide. Licensee will be responsible and liable for any and all injury, loss or damage caused to Licensor or any third party arising out of Licensee’s production activities hereunder. Licensee shall take out and maintain at all times, appropriate insurance to cover such liability and shall, upon request from Licensor, provide a copy of the relevant insurance policy to Licensor. | |
Delivery Format | Licensor shall procure the delivery of the Live Feed of each Event (other than each Licensee HB Event) via satellite with a pan-European footprint. |
Technical Cost | Included for the Delivery Format. All other technical services shall be subject to payment of Technical Costs at standard rate card. |
SCHEDULE 1 DEFINITIONS
In this Agreement, the following words shall have the following meanings:
1st Tier Events mean ISU Speed Skating Championships, ISU Short Track Speed Championships, ISU Figure Skating Championships, ISU Grand Prix of Figure Skating Final and Synchronised Skating Championships events;
2nd Tier Events mean ISU World Cup Speed Skating, ISU World Cup Short Track Speed Skating and ISU Grand Prix of Figure Skating events;
Applicable Law means all applicable laws, regulations, rules, codes of practice, guidelines, directions and decrees imposed by law or any competent authority, including any local laws and regulations relating to protected or “listed” events, but for the avoidance of doubt, excluding internal regulations, guidelines and similar directives of ISU, Licensor and/or Licensee;
Betting Rights means the right to transmit Event Footage by any technical means as part of any product, service or facility which forms part of or which is provided for use in conjunction with any betting product, service, facility or opportunity, subject to the below listed restrictions:
(i) only made available by licensed and regulated betting operators;
(ii) be encrypted;
(iii) only be viewable by registered users;
(iv) in respect of any user accessing the content via a personal computer, not cover more than 1/3 of the user’s screen. For the avoidance of doubt, there shall be no screen size restrictions for users accessing the content via any mobile device;
(v) the quality of the picture contained on the betting platform shall be no greater than that which is achieved using a streaming rate of no greater than 600 kb/second; and
(vi) betting operators shall not advertise that users can watch live sports content without linking such opportunity to the offer to place bets with the relevant betting operator. By way of example only, betting operators shall not advertise the availability of such content as an opportunity to "Watch live ice skating here" (but may advertise the opportunity to "Watch and bet on live ice skating here");
For the avoidance of doubt, such right includes also the right to make available coverage of the Events on bookmaker’s floors or at premises/locations of betting companies (provided that, for such coverage, only restrictions (i), (ii) and (vi) above shall apply);
Broadcast Sponsor means any person who sponsors or is otherwise associated with any transmission of Licensee Programming as a result of Broadcast Sponsorship;
Broadcast Sponsorship means any sponsorship or other commercial association by any person(s) with the transmission of Licensee Programming on the Designated Services (but excluding Commercial Break Ad-Spots);
Centrally Produced Graphics means any music and on-screen graphics package (which may include, without limitation, an opening and closing title sequence (including, in relation to clips, a pre-roll and/or post-roll sequence), intro, break bumpers, outros, wipes, billboards, Competition Brands, Official Sponsor and/or Official Supplier credits, virtual advertising (as more particularly referred to in clause 4.4 of the Standard Terms), graphics including score graphics or clock graphics) included in the Live Feed and/or provided by Licensor at its own discretion to Licensee from time to time for
incorporation into the Licensee Programming in accordance with clause 2.1(iii) of the Standard Terms or for incorporation into the Live Feed to be produced hereunder by Licensee of each Licensee HB Event (pursuant to the Principal Terms);
Closed Circuit Television (CCTV) Rights means the right to transmit Event Footage to a closed audience group within the Venue at which the relevant Event is being held;
Competition Brands means the official logo and names of ISU and the Events (including the composite logos with Official Sponsors (if any));
Data Rights means the right to collect, exploit or otherwise use any data or information which relate to the Events, including without limitation (live) Event data and/or performance data and to exploit any product produced from such data or information, subject to the Official ISU Data which is supplied to Licensee in connection with its transmissions of the Licensee Programming;
“Distances” mean the parts forming the competition program of a Speed Skating or Short Track events according to the ISU Special Regulations for Speed Skating and Short Track Speed Skating.
DTO/DTR means the sale of programming comprising Event Footage to users whereby digital files of the programmes are sold for download by the relevant purchaser from a website (or other digital application) for viewing on his/her personal computer or personal video viewing device on either a permanent basis (DTO) or for a defined time period only (DTR). For the purposes of this definition, “website” means a website accessible by the general public within the Territory via the Internet by means of a URL and IP address and, for the avoidance of doubt, shall include the iTunes and Android platforms;
DTO/DTR Rights means the right to exhibit, exploit and/or distribute Event Footage by way of DTO/DTR;
EEA means the countries in the European Economic Area from time to time, together with Switzerland and any other country which is otherwise bound by Applicable Laws of the European Union and/or the European Economic Area from time to time that affect the broadcast and/or transmission of audio- visual services;
Event Footage means, in relation to each Event:
(i) the relevant Live Feed for such Event provided by or for Licensor or Licensee hereunder (if any) and such unilateral footage of any such Event as may be recorded by or for Licensee subject to and in accordance with clause 5 of the Standard Terms; and
(ii) any footage of such Event included within any and all additionally produced content provided by or for Licensor at its own discretion hereunder;
Event of Force Majeure means any event affecting performance of either party’s obligations under this Agreement arising from or attributable to acts, events, omission or accidents which are beyond the reasonable control of the affected party including any abnormally inclement weather, flood, lightning, storm, fire, explosion, earthquake, subsidence, structural damage, epidemic or other natural physical disaster, failure or shortage of power supplies, satellite or other communications links or technical failure, war, military operations, riot, crowd disorder, strike, lock-outs or other industrial action, terrorist action, civil commotion and any legislation, regulation, ruling, decision or omission (including failure to grant any necessary permissions) of any relevant government, court or any competent national or international authority;
Excluded Means means any exhibition, exploitation, transmission and/or broadcast of audio-visual material pursuant to any of the Betting Rights, Radio Rights, the VR Rights, the Data Rights, the Public Screening Rights, the Fixed Media Rights, the DTO/DTR Rights, the In-Flight Rights, the CCTV Rights and the Game Rights;
Exclusive Area means in respect of each Event, the “field of play” with the skaters last warm up on the ice prior to the start of the skaters’ on-ice competitive program (Figure Skating) or skaters’ on-ice competitive race (Speed Skating and Short Track) continues with the Skaters’ performance on the ice surface in the field of play and ends when the Skaters leave the perimeter of the field of play after exiting the kiss and cry area after the score is displayed (Figure Skating) or after the Skaters leave the ice (Speed Skating and Short Track). In addition, the podium ceremony on ice is also part of the Exclusive Area. For the sake of clarity, the so called “off the ice area” (such as, for example, spectators area or spectator stands, coaches areas as well as press conferences, mixed zones, but also other warm-up areas and training rinks) does not form part of the Exclusive Area.
With regards to the access to the "field of play", Licensor, Licensee and other rights-holding broadcasters from outside the Territory shall have exclusive access. With regards to access to "off the ice area", this area shall be deemed "non-exclusive" meaning that Licensor, Licensee, other rights- holding broadcasters from outside the Territory as well as non-rights holders shall have the right to access and make interviews in such areas, subject to ISU Regulations;
Exclusivity Period means the period referred to as such in the Principal Terms;
Fixed Media means fixed formats (including any magnetic, electronic or digital storage device) such as videos/VHS, DVDs, Blue-ray DVDs, HG-DVDs, CD-Roms, memory sticks, PSPs and other gaming formats, laser discs, print media and similar;
Fixed Media Rights means the right to exhibit, exploit and/or distribute Event Footage by any Fixed Media;
Free means in relation to the medium to which it is applied, that the relevant transmission may be intelligibly received by recipients without any payment other than fees or taxes imposed by any state or local government (or agency thereof) or operators for ownership of, or for general reception of, or access to, such service or channel (or packages of services or channels, known as basic tier channels);
Game Rights means the right to exploit the Events in relation to or in any form or type of computer, console, mobile and similar games’ entertainment products (such as but not limited to electronic games or video games on game consoles or on personal computers or other digital applications) irrespective of the technical platform, equipment and/or device and including, but not limited to online games, social games, trading card/sticker games;
Group means a party and any parent undertaking of that party, and any undertaking which in relation to that party and/or any parent undertaking of that party, is a subsidiary undertaking from time to time and references to a member of a party’s Group shall be construed accordingly;
In-Flight Rights means the right to transmit, exhibit or otherwise make available Event Footage by means of any media whatsoever via any in-flight or on-board entertainment system aboard any aircraft, ship, train or other form of transport anywhere;
Internet means the system making use of TCP/IP software protocols known as the internet or the worldwide web whatever the communication(s) links may be which connects the user (including without limitation by way of fixed, mobile, DSL, ISDN, UMTS, WiMax or other broadband or
narrowband links) including any developments in such protocols or any other protocols which may be developed which give equivalent, reduced or enhanced functionality compared with such protocols;
ISU means International Skating Union;
ISU Graphic Guidelines means ISU provisions for the rights and obligations in relation to the form of presenting any Events, the Competition Brand(s) or any other design related to the identification of any of the Competition Brand(s);
ISU Member means the national associations, who administer ISU sports at the national level as defined in the ISU Constitution.
ISU Platforms means the websites, mobile services and other media distribution channels (including social media channels) designated by ISU as official ISU channels;
ISU Regulations means any and all regulations and guidelines issued by ISU that apply, directly or indirectly, to the Events, including but not limited to the ISU Statutes, ISU rules, special regulation and technical rules;
Licensee Produced Commentary has the meaning set out in clause 6.2 of the Standard Terms;
Licensee Programming means all programming and other content covering any Event(s) which is transmitted or otherwise made available by Licensee hereunder which uses or incorporates all or any part of any Event Footage (whether on a live or recorded basis) or any other content or other materials provided by Licensor hereunder;
Live Feed means in relation to each Event, the live audio-visual feed of the entirety of the Event, produced in High Definition (HD) and in 16:9 aspect ratio which shall: (i) be free of commercial breaks;
(ii) consist of a video signal with split audio feeds for stereo international (background) sound; and (iii) include any and all Centrally Produced Graphics for that Event;
“LOC” means each national ISU Member or other entity responsible for hosting and staging the Events, appointed by the ISU, including any entity, whether with single purpose or not, established by each national ISU Member for the purpose of hosting and staging the Events.
Official ISU Data means all data collected in respect of the Events by ISU’s official data partner(s) (i.e. timing and results;
Official Sponsor means each official sponsor or partner of an Event;
Official Supplier means a company that is granted certain marketing rights in relation to an Event primarily as consideration for value-in-kind-services by such company;
Overseas EEA Licensee means each media rights licensee of any of the Event(s) in respect of any territory in the EEA outside of the Territory;
Owned and Operated Platform means, in relation to a person or organisation, any Platform which is owned and/or operated by that person or organisation;
Pay means an encrypted transmission, access to which is provided to viewers on a subscription basis excluding Pay Per View;
Pay Per View means any encrypted transmission, access to which is restricted to users who have agreed to pay a specific fee or charge for the right to view such transmission whether on a standalone basis or as part of package or series of transmissions;
Platform means any media platform (whether existing now or created, invented or discovered in the future) on which any content may be transmitted and/or otherwise made available such as, by way of example only, a TV channel, website, mobile application or social media channel;
Platform Neutral means, in relation to any exhibition, exploitation, transmission and/or broadcast of audio-visual material, that the same is made by means of any audiovisual media (whether now known or hereafter invented) and whether digital or analogue, including but not limited to terrestrial television, satellite television, cable television, MMDS, SMATV, broadband and narrowband, mobile telephony and Internet; and whether on a linear, video on demand (VOD), near video on demand (NVOD) basis or otherwise (but, for the avoidance of doubt, expressly excluding via the Excluded Means);
Production Standard means the minimal technical and operational requirements that must be adhered to by the Licensee when producing License HB Events, as set out in the Principal Terms;
Prohibited Material means any material that: (i) does not comply with Applicable Law; (ii) promotes or disparages any political views, ideologies or parties; (iii) depicts violence or is otherwise threatening or abusive; (iv) promotes the sale of tobacco, tobacco-related products, drugs or pornography; (v) is, in the reasonable opinion of Licensor (or ISU), offensive, indecent or encourages, in any manner whatsoever, behaviour which promotes disparaging views or behaviour relating to an individual or groups, race, nationality, ethnicity, sex, sexual orientation, religion, marital status, age or disability; (vi) in the reasonable opinion of Licensor (or ISU) may damage the image and/or reputation of ISU, the Events or any of its representatives; or (vii) includes any gambling or betting element other than the mere advertising of a betting company (or any such gambling or betting elements which are approved by Licensor);
Portability Regulation means Regulation 2017/1128/EU of the European Parliament and of the Council of 14 June 2017 on the cross-border portability of online content services in the internal market;
Public Screening Rights means the right to exhibit the Event Footage on a screen (or screens) in any place other than a private residential household and to admit the general public to such place on a paid or invited basis, but excluding transmissions on a Designated Service which are made available by Licensee to commercial premises in the normal course of Licensee’s business and/or Event Footage exhibited in the exercise of In-Flight Rights;
Radio Rights means the right to exploit audio-only content, footage or programs of the Events (and the right to attend such Events for the purposes of producing the same);
Regulations means Applicable Law and the ISU Regulations;
Season means the nine (9) month period beginning with the 1st August in one year and ending on 30th April of the following year;
“Segment” means the parts forming the program of a Figure Skating competition according to the Special Regulations and Technical Rules for Single & Pair Skating, Ice Dance and Synchronized Skating;
Third Party Platform means any websites, mobile services and other media distribution channels (including social media channels) other than ISU Platforms;
Unilateral Non-Event Action Footage means unilateral non-Event footage of any Event as may be recorded by or for Licensee;
Venue means, in relation to each Event, the relevant venue at which the same takes place; and
VR Rights means the right to transmit, exhibit or otherwise make available Event Footage as part of a virtual reality or augmented reality service (or similar).
SCHEDULE 2 STANDARD TERMS
1 GRANT OF RIGHTS
1.1 In consideration of and subject to the performance by Licensee of its obligations in this Agreement, Licensor hereby grants the Rights to Licensee.
1.2 Licensee agrees and acknowledges that the exclusivity (if any) granted to it in respect of any or all of the Audio-Visual Rights hereunder is at all times subject to the following:
(i) the Principal Terms;
(ii) Applicable Law (including, without limitation, the availability of coverage of Events in the Territory from Overseas EEA Licensees: (a) pursuant to the Portability Regulation; and (b) where the availability of their encrypted satellite transmissions in the Territory (and elsewhere in the EEA) may not be prohibited by Applicable Law);
(iii) without prejudice to the generality of sub-clause (ii) above, the use of any Event coverage by third parties within the Territory pursuant to Applicable Law from time to time on news access;
(iv) the signals, transmission, Internet and mobile services of broadcasters/mobile operators from outside the Territory may be receivable and viewable within the Territory as a result of the overspill of transmissions by such other broadcasters/mobile operators due to the technical means used by them to transmit (or otherwise make available) content in the ordinary course of their business from time to time and, as a consequence, Licensor shall not be in breach of this Agreement nor have any liability as a result thereof; and
(v) the provision of a roaming service being a standard service offered by mobile operators to their customers and therefore customers of mobile/wireless services from outside the Territory may receive wireless products/services provided by or through their mobile operators via such roaming services when such customers are situated inside the Territory.
1.3 All of the terms and provisions of this Agreement (including without limitation the Rights and other rights and benefits granted to Licensee under this Agreement and the respective undertakings and warranties of the parties under this Agreement) are strictly subject to the Regulations and in the event of any conflict or inconsistency between the provisions of this Agreement and the Regulations, the relevant Regulations shall prevail.
2 OBLIGATIONS OF LICENSEE
2.1 Licensee covenants with, and undertakes to, Licensor that throughout the Term it shall (at its own cost unless otherwise expressly stated):
(i) in its exercise of the Rights, comply with: (a) Applicable Law (including any Applicable Law relating to protected or listed events in relation to the Rights granted hereunder, it being agreed that Licensee shall be solely responsible for such compliance); (b) all relevant ISU
Regulations; and (c) all reasonable instructions as may be issued by or on behalf of Licensor, and/or ISU (whether communicated via Licensor or directly by ISU);
(ii) grant access to Event Footage to third parties in the Territory to the extent (if any) required by Applicable Law, but not otherwise provide, or otherwise make available, to any third party access to any Event Footage or any of the Licensee Programming;
(iii)subject only to Applicable Law, transmit any and all Centrally Produced Graphics as incorporated into the Live Feed, without editing or amendment, and otherwise incorporate any Centrally Produced Graphics (whether provided as part of the Live Feed (or separately)) in all Licensee Programming as directed by Xxxxxxxx. Licensor acknowledges that such Centrally Produced Graphics may include (without limitation) opening and/or closing sequences, intros, break bumpers, outros, online-graphics and wipes, in each case, as made available by Licensor to Licensee hereunder, and that any such Centrally Produced Graphics may embed or otherwise include the brand/logo of one or more Official Sponsors. Notwithstanding the foregoing, it is agreed that Licensee’s obligation hereunder to transmit opening and closing sequences for Licensee Programming will only apply to live and delayed transmissions of an Event or substantial parts of it and transmission of highlights with a length of five (5) or more minutes, it being further agreed and acknowledged by Licensee that Licensor intends to create sequences of the following durations:
• thirty (30) seconds before and after each live and delayed transmission of an entire Event, including opening/closing sequences (i.e. in total 60 seconds); and
• fifteen (15) seconds each opening and closing sequence of any highlight transmission with a length of five (5) or more minutes;
(iv)ensure that all transmissions of Event Footage include Event commentary in the Language(s) describing and/or commenting on the relevant footage in accordance with normal industry standards for the same as at the date of this Agreement;
(v) ensure, furthermore, that the identification of broadcast sponsorship pursuant to any Broadcast Sponsorship rights granted by Licensee in accordance with the Principal Terms shall only be included immediately before the start of the relevant Licensee Programme, immediately after the end of the relevant Licensee Programme and/or immediately before the commencement of, and/or immediately after the end of, any commercial break during the Licensee Programme;
(vi)ensure that all verbal references to the Events within Licensee Programming and news and other programming segments reporting on draws, scores and results whether made by way of voice over or by presenters and commentators shall be to the relevant full Event title (including the name of a title sponsor if applicable);
(vii) ensure that, for transmissions of Licensee Programming via any website or mobile service, the media player (or equivalent) and the page from which the same is launched does not include any sponsorship material other than that of an Official Sponsor or a Broadcast Sponsor (subject always to the provisions of Principal Terms);
(viii) within a reasonable time of any request from Licensor for the same, inform Licensor of actual or estimated audience figures (with demographics, if available), details of advertisers and transmission sponsors (including product categories) associated with such transmissions, technical reach for any platforms (especially also including its digital services), that transmit Event Footage, purchase/subscription rates and subscribers base for any platform(s) that transmit Event Footage on a Pay basis, ratings (if available), additional coverage in other programmes, news, repeats and the like in order that Licensor may monitor the impact and popularity of the Event(s);
(ix)where so requested by Licensor provide to Licensor and/or Licensor’s Public Screening Rights licensees, access, on a free of charge basis (technical costs only, but no license fee), to Licensee’s live television signal with Licensee’s logo (including Licensee’s pre- and post- event analysis and studio etc.), for screening at such public screening events. For the avoidance of doubt, Licensee acknowledges that Licensor and Licensor’s licensees of official Events' public screening events shall, in addition, at Licensor’s discretion, be entitled to produce and screen other content as part of the public screening events;
(x)ensure that no third party featured or referred to in any Licensee Programming (whether as a Broadcast Sponsor or otherwise) holds itself out as a sponsor of, or as otherwise in any way associated with, any Event (other than, in the case of Broadcast Sponsors, as a sponsor of the transmissions of the relevant Licensee Programming showing the Event) or otherwise with the Event, Licensor, ISU or any participating national federation or athlete or official in any way;
(xi)actively promote and market the availability of the Events on the Designated Services and to raise awareness of the Events in the Territory, including working collaboratively with ISU and Infront in order to achieve this aim;
(xii) transmit the Live Feed from at least two (2) minutes prior to commencement of the Event; and
(xiii) comply with the each of the minimum transmission obligations set out in the Principal Terms.
2.2 Licensee covenants with, and undertakes to, Licensor that throughout the Term it shall not:
(i) cut, alter, edit or amend any Live Feed (and in particular not remove or obscure any Centrally Produced Graphics which appear in the Live Feed) save only:
(a) to the extent (if any) necessary to enable Licensee to comply with Applicable Law;
(b) to add Licensee’s channel logo (in accordance with customary practice in the Territory);
(c) to add Centrally Produced Graphics to the extent required by Licensor in accordance with clause 2.1(iii) above;
(d) to add commentary in the Language(s);
(e) that, Licensee may edit the length of any Live Feed for the purposes of producing and transmitting Licensee Programming hereunder (all pursuant to its rights set out in the Principal Terms);
(ii) without prejudice to the generality of clause 2.2(i) above:
(a) include any third party commercial branding during the transmission of any Event Footage (whether as on-screen credits or otherwise)); or
(b) manipulate or alter in any way any Event Footage including, by way of example only, to change or obscure perimeter signage or to insert virtual advertising (whether by way of digital overlay or otherwise);
(iii) transmit or otherwise make available any Licensee Programming other than in full screen format (it being agreed that squeeze backs, split screens, crawlers and tickers shall not, accordingly, be deployed during any transmission of Licensee Programming);
(iv) exploit any commercial opportunities in relation to any Licensee Programming other than the commercial opportunities expressly set out in the Principal Terms;
(v) interrupt the live transmission of any Event, whether for a commercial break or otherwise, other than during the half time interval;
(vi) hold itself out as a sponsor of, or as otherwise in any way associated with, any Event (other than as a broadcaster of the relevant Event), or otherwise with the Event, Licensor, ISU or any participating national federation, athlete or official in any way; or
(vii) do anything which may in any way damage the good name and reputation of the Event, Licensor, ISU or any participating national federation, athlete, coach, manager, or official, including but not limited to: (a) transmitting the Licensee Programming on Designated Service(s) which in the reasonable option of Licensor is / are likely to harm the reputation of ISU and/or the Events; and/or (b) featuring any Prohibited Material within, or in connection with or in proximity with, any Licensee Programming hereunder.
2.3 Licensee agrees and acknowledges that:
(i) ISU is and shall be solely responsible for and shall retain control over the management, scheduling and conduct of the Events;
(ii) ISU may vary the format of the Events at any time during the Term; and
(iii) the number and scheduling of Events is subject to change at the discretion of ISU.
For the avoidance of doubt, while, consistent with the provisions of clause 14.2(ii) below, any rescheduling of Events will not entitle Licensee to any remedy hereunder.
3 OVERSPILL
3.1 Licensee shall ensure that all technical transmissions to and between its transmission facilities (in particular all uplink and downlink transmissions) are encrypted on a high-level conditional access basis whereby access to the relevant signal is dependent upon the use of receiving equipment which only decrypts the signal if the user of the equipment is individually and specifically authorised by Licensee to view the transmission (Encrypted)).
3.2 Licensee shall ensure that its transmissions of Licensee Programming hereunder:
(i) by satellite are Encrypted and that subject to clause 3.3 below, no access is permitted to any persons outside of the Territory;
(ii) are not re-transmitted by cable (or equivalent similar delivery system) outside of the Territory by Licensee or on Licensee's behalf, save that it is expressly acknowledged that Applicable Law may exist and operate so as to permit third parties to carry the Designated Services (including Licensee Programming);
(iii) by analogue terrestrial transmission and/or digital terrestrial transmission use only Licensee's usual analogue and/or digital terrestrial transmission systems and that the transmissions do not overspill outside the Territory other than as a natural and necessary consequence of using such usual analogue and/or digital terrestrial transmissions systems;
(iv) via the Internet are restricted at all times to users within the Territory using industry standard DRM technology and geo-blocking technology which can be objectively demonstrated to be at least ninety-six percent (96%) effective and shall, if requested by Licensor, promptly provide information and evidence as to the effectiveness of geo- blocking or other technological means deployed in order to prevent users outside the Territory from accessing and viewing such transmissions; and
(v) via any Designated Service which is provided by means of mobile wireless technology are restricted at all times to users within the Territory, save only that it is acknowledged that industry standard mobile roaming services may enable a user to access the same while located outside of the Territory.
3.3 It is agreed and acknowledged that, notwithstanding the provisions of clause 3.2(i) above, Licensee shall not be restricted from selling subscriptions to its satellite DTH services (i.e. and thereby facilitating and authorising access to the Licensee Programming) to viewers outside the Territory but resident within the EEA who actively request the same. Licensee undertakes not to actively market (or to authorise or knowingly permit any third party to actively market) the availability of the Licensee Programming (or its services) to any such viewers or otherwise outside of the Territory in any way (or to sell subscriptions (or otherwise to facilitate or authorise access) to the Licensee Programming to any person resident outside of the EEA).
3.4 To the extent required as a result of the Portability Regulation, Licensee shall be entitled to enable persons who satisfy the residency requirements set out in the Portability Regulation and who are subscribers to Designated Services which are portable online content services (as defined in the Portability Regulation) (Portability Users) to access and use Licensee Programming made available within that online content service in accordance with the terms of this Agreement whilst such Portability Users are temporarily present in another EEA member state, for such period(s) as may be required by the Portability Regulation. In such event, Licensee shall (within any initial period for verification provided for in the Portability Regulation and thereafter prior to allowing such access):
(i) perform checks to verify the residence of Portability Users; and
(ii) thereafter undertake regular scrutiny and verification of such residence, in each case in compliance with, and as may be permitted or required by, the requirements of the Portability Regulation (Verification Measures). Licensee shall notify Licensor of the Verification Measures taken by it.
For the avoidance of doubt, Licensee shall only make available to Portability Users who are temporarily in EEA member states outside the Territory the same Licensee Programming as is made available by it to its subscribers within the Territory.
3.5 The availability of any Licensee Programming outside of the Territory in the circumstances expressly permitted above in this clause 3 shall not be a breach by Licensee of this Agreement provided that:
(i) the relevant Licensee Programming is transmitted (or otherwise made available) in the Language(s) only;
(ii) the service(s) on which such transmissions are made are intended to serve the national audience resident within the Territory only and any advertising carried thereon is directed at said national audience; and
(iii) the availability of such transmissions outside of the Territory shall not be deliberately marketed in any media anywhere.
3.6 In the event that any Licensee Programming is for any reason (including without limitation due to any Event of Force Majeure) available outside of the Territory beyond the extent expressly permitted in the above provisions of this clause 3 above, Licensor shall have the right (without prejudice to any other rights or remedies available to it under this Agreement or at law (and without prejudice to the generality of its suspension rights in clause 8.4 below)) to suspend the Rights (and to withhold the provision of any Live Feed to Licensee) until such time as Licensor is satisfied that the same will not be repeated. For the avoidance of doubt, Licensee shall remain obliged to pay the Licence Fee (and any other amounts payable hereunder) in full notwithstanding any such suspension or withholding.
3.7 Licensee shall, at its own cost, provide Licensor (or its nominees) with access to each Licensee Programme transmission (via each means of transmission) to facilitate monitoring and research, such as via Licensee smart cards, decryption codes and decoders, locally-enabled mobile phones
and SIM cards and via access to Internet transmissions (notwithstanding the foregoing provisions of this clause 3).
4 PROVISION OF LIVE FEED
4.1 Licensor shall procure the delivery of each of the following:
(i) a Live Feed of each Event (other than each Licensee HB Event);
(ii) at Licensor’s sole election, any and all additional Event Footage, as well as trailers, promo trailers, athletes profile and other additional footage in accordance with a concept as communicated to Licensee prior to each Season in a timely manner and as may be reasonably amended from time to time.
to the relevant satellite designated for the same by Licensor, all as set out in the Principal Terms.
4.2 All satellite costs, tape costs and any other technical charges shall be invoiced separately at then current rate card prices, and which shall be for the sole account of Licensee.
4.3 Licensee acknowledges and agrees that in producing the Live Feed of each Event, Licensor shall be entitled to insert into such Live Feed, for transmission by Licensee in accordance with the other terms of this Agreement, virtual advertising (whether by way of digital overlay or otherwise). For the avoidance of doubt, such virtual advertising hereunder may, subject to Applicable Law, be by way of: (a) the replacement of rink-side advertising boards and/or other advertising positions physically present at the relevant Venue; and/or (b) additional advertising inventory not physically present at the relevant Venue). Licensor shall inform Licensee in due course about the use of such virtual advertising in order that Licensee may satisfy any relevant legal and/or regulatory requirements in the Territory to inform its intended audience about the insertion of the same when transmitting such content hereunder.
5 UNILATERAL SERVICES
5.1 Licensor shall use its reasonable endeavours to make available to Licensee for Licensee’s use unilateral services and facilities such as by way of illustration only (it being acknowledged, for the avoidance of any doubt, that the following may not be available for every (or any) Event):
(i) television commentary position;
(ii) unilateral camera positions; and
(iii) presentation and other technical production facilities for the production of Licensee Programming.
5.2 Licensee acknowledges that it is only allowed to use the dedicated areas for unilateral interviews such as i.e. the field of play and mixed zones always including the official event backdrops.
6 COPYRIGHT AND MATERIALS
6.1 The legal and beneficial ownership of all copyright in all Event Footage (including, without limitation: (i) each Live Feed produced hereunder by or for the Licensee pursuant to its host broadcaster obligations, all as set out in the Principal Terms (together with any and all feeds, signals and other materials produced by or for the Licensee in the fulfilment of such obligations); and (b) all other Live Feeds provided to the Licensee hereunder) and all graphics, data and other materials and information made available by or on behalf of Licensor to or otherwise acquired by Licensee under or in connection with this Agreement (as well as all materials upon which such material or recordings are stored) (“Materials”) shall, as between Licensor and Licensee, remain at all times with Licensor and/or ISU (and, for the avoidance of doubt, not with Licensee). Notwithstanding the foregoing, to the extent (if any) that Licensee nevertheless at any time holds
or otherwise acquires the same (whether pursuant to applicable law or otherwise), Licensee hereby assigns to Licensor, free of charge, (including where applicable by way of present assignment of future rights) all legal and beneficial rights, title and interest (including but not limited to copyright and all other intellectual property rights) in and to the Materials (including, as applicable, any and all rights to transmit, re-transmit and/or otherwise make available the same) whether vested, contingent or future, free of all liens and encumbrances for the full period of such rights therein (including any and all extensions, reversions and renewals thereof) or, in any jurisdiction where such assignment does not take effect, Licensee shall hold such rights for the benefit of Licensor (or, where so requested by Licensor in writing to Licensee, for the benefit of ISU) absolutely.
6.2 Notwithstanding clause 6.1, the legal and beneficial ownership of all copyright in all Unilateral Non-Event Action Footage and commentary produced by or on behalf of Licensee (“Licensee Produced Commentary”) shall remain at all times with Licensee. Licensee shall deliver to Licensor all Unilateral Non-Event Action Footage and Licensee Produced Commentary (if any) upon request from Licensor and hereby grants to Licensor the non-exclusive, perpetual, royalty-free right to use, make available and/or otherwise exploit such Unilateral Non-Event Action Footage and Licensee Produced Commentary for any purpose and by any means, provided that in the exercise of such rights, Licensor shall not do anything which is reasonably likely to damage the good name and reputation of the Licensee, any of its affiliates and/or any of its or their products or services.
6.3 As is consistent with Licensor’s (and/or, as applicable, ISU’s) legal and beneficial ownership of the copyright in all the Materials, subject only to the terms of this Agreement, Licensor and, as applicable, ISU shall be entitled to use and exploit or authorise or otherwise permit or allow others to so use and exploit the same by any means and for any purpose whatsoever and in any part or parts of the world including the Territory.
6.4 If Licensor or ISU commences proceedings involving an infringement or alleged infringement of the copyright in any Materials assigned to Licensor pursuant to clause 6.1 above, Licensee shall give all reasonable assistance to Licensor (or, as applicable, ISU) in connection therewith, including, but not limited to, the granting on a case-by-case basis and upon request by Licensor (or, as applicable, ISU) of any assignments of the rights to bring legal action in respect of any infringement of rights, notwithstanding clause 6.1 above, held by Licensee in the transmission by Licensee of any such Materials.
6.5 Licensee acknowledges and agrees that it shall have no right to commence proceedings involving an infringement or alleged infringement of the copyright or any other intellectual property rights in any Materials without Licensor’s prior written consent, such consent being at Licensor’s discretion (and which may, where applicable, also require the consent of ISU).
6.6 Licensee shall, at its own cost, do such things and/or execute such documents as Licensor may reasonably require from time to time in order to ensure that Licensor (or, at Licensor’s election at any time, ISU or any other third party as Licensor may specify) receives the full benefit of the assignments envisaged herein.
6.7 Licensee shall not infringe the copyright, privacy rights, image or other rights of any third party in exercising its rights under this Agreement. Without limitation, Licensee shall, at its cost:
(i) ensure that its use of Event Footage does not infringe the image, privacy or other rights of any person or entity and shall obtain and pay for all third party releases and permissions as may be necessary for Licensee’s particular exploitation; and
(ii) arrange and pay for any and all applicable commentary residuals, music clearances, collecting society fees or other royalty payments which are necessary.
7 USE OF COMPETITION BRANDS
7.1 Licensee agrees:
(i) only to use the Competition Brands strictly in accordance with the provisions of this Agreement and in accordance with any specifications and guidelines issued by Licensor (or as applicable, ISU) from time to time, including but not limited to ISU Graphic Guidelines issued by ISU from time to time prior to or during the Term;
(ii) that all copyright, trade marks and other intellectual property rights in the Competition Brands together with any goodwill attached to the Competition Brands shall remain the sole property of, as applicable, Licensor, ISU or the Official Sponsors and shall enure solely for their benefit. Should any right, title or interest in or to any of the Competition Brands, or any goodwill arising out of the use of the Competition Brands, become vested in Licensee (by the operation of law or otherwise), Licensee shall hold the same in trust for and shall, at the request of Licensor, immediately, unconditionally and irrevocably assign (with full title guarantee) free of charge any such right, title or interest or goodwill to them, and execute any document and do all acts as reasonably necessary and required for the purpose of confirming such assignment;
7.2 Licensee shall insert such copyright notice as may be required by Licensor in a separate frame in the closing titles of all Licensee Programming and, where requested by Licensor, incorporate the trade xxxx xxxxxx "™" (or any other appropriate trade xxxx xxxxxx(s) as instructed by Licensor) where it publishes any Competition Brands.
7.3 Licensee acknowledges and agrees that the grant of rights by Xxxxxxxx to Licensee hereunder does not include any express or implied rights to incorporate, display or otherwise utilise the imagery or other indicia of any participating athlete, coach/manager or official. Without prejudice to the generality of the foregoing, Licensee acknowledges and agrees that Licensor has no right, title, or interest in or to the same and accordingly any and all implied representations, warranties or undertakings to the contrary on the part of Licensor under or in connection with this Agreement are hereby excluded and all express representations, warranties or undertakings on the part of Licensor under or in connection with this Agreement shall be strictly construed and interpreted as acknowledgements on the part of Licensor that it will not object or otherwise seek to prevent or restrict the ability of Licensee to use the same, provided always that (where applicable) Licensee ensures that such use conforms to and is not inconsistent with prevailing national federations' and other applicable guidelines. Without prejudice to the generality of the foregoing, Licensee undertakes to Licensor that it shall not in any event use any such skater or official imagery or other indicia in any way so as to suggest or imply a commercial association between the relevant skater or official and any third party, product or service (unless otherwise authorised to do so).
8 TERM, TERMINATION AND SUSPENSION
8.1 This Agreement shall commence and be binding on the parties as of the date set out in the Principal Terms and shall continue, unless terminated by either party in accordance with the terms of this Agreement, until the end of the Term.
8.2 Each party may (without prejudice to its other rights under this Agreement or at law) terminate this Agreement forthwith by notice in writing to the other if:
(i) such other party is in material default or material breach of this Agreement (other than due to an Event of Force Majeure), and such default or breach (if capable of remedy) has not been remedied to the reasonable satisfaction of the other party within fourteen (14) days of a written request so to do;
(ii) such other party has been unable to perform all or any of its material obligations under this Agreement as a result of an Event of Force Majeure for more than ninety (90) days; or
(iii) such other party applies for a moratorium on debts, or becomes insolvent or enter into composition proceedings with its creditors, or if a resolution is passed or an application is made for the compulsory liquidation of such other party, or a receiver or statutory or official manager is appointed over all or any of the assets of such other party.
8.3 The parties’ rights to terminate this Agreement shall be without prejudice to the other rights and remedies it may have under this Agreement or at law.
8.4 Licensor shall have the right, without prejudice to any other rights or remedies available to it under this Agreement or at law, to suspend the Rights (and to withhold the provision of any Live Feed hereunder to Licensee) during any period in which Licensee is in breach of any of its obligations under this Agreement. For the avoidance of doubt, Licensee shall remain obliged to pay the Licence Fee (and any other amounts payable hereunder) in full notwithstanding any such suspension or withholding.
9 CONSEQUENCES OF TERMINATION
9.1 Upon expiry or earlier termination (for whatever reason) of this Agreement:
(i) all rights, licences, permissions, consents and authorities (including, without limitation, the Rights) granted to Licensee hereunder shall immediately be revoked and cancelled and shall revert to Licensor;
(ii) Licensee shall forthwith cease to exercise, use, and/or enjoy the Rights; and
(iii) Licensee shall, at its own cost, forthwith surrender and deliver all Event Footage to Licensor together with any and all copies thereof then in the possession, power, custody, or control, of Licensee, its representatives or agents. Alternatively, should Licensor so instruct, Licensee agrees to erase any recordings obtained by it or made by it promptly after the use permitted under this Agreement has been completed and, promptly after such erasure, Licensee shall deliver to Licensor a certificate confirming such erasure.
9.2 Expiry or earlier termination of this Agreement for any reason shall be without prejudice to the rights and liabilities of either party which have accrued and been incurred prior to the date of expiry or, as the case may be, earlier termination of this Agreement and shall be without prejudice to any provision of this Agreement which is expressed, or which by implication is intended, to remain in full force and legal effect (notwithstanding expiration or earlier termination of this Agreement).
10 CONFIDENTIALITY
10.1 Unless required by law or an order or judgement by a competent court or governmental authority each Party shall keep confidential and shall not disclose the terms of this Agreement (“Confidential Information”) during or after the Term hereof for any reason whatsoever to any person other than its professional advisers, employees or, in case of ISU, ISU officials or ISU Members on a “need to know” basis provided that each such recipient is made aware of and complies with these obligations of confidentiality as if such recipient were a Party hereto.
10.2 ISU and Licensor will consult each other before issuing any press release or making any public announcements with respect to this Agreement and shall not issue any such press release or make any such public announcement without the other Party’s prior written approval, such approval not being withheld unreasonably.
11 WARRANTIES AND INDEMNITY
11.1 Each of the parties warrants, represents and undertakes to the other party that it has all necessary rights, licences, permissions, authorisations, power and capacity to enter into this Agreement and to perform the obligations hereunder and, in so doing, is not in breach of any obligations nor duties owed to any third parties and will not be so as a result of performing its obligations under this Agreement.
11.2 Licensee further warrants, represents and undertakes to Licensor that:
(i) without prejudice to the generality of clause 11.1 above, it holds all necessary licenses, permissions or authorizations to operate each of the Designated Services hereunder and to make transmissions of programming (including Licensee Programming) in the Territory on the same; and
(ii) it is not aware, as at the date of this Agreement, of anything within its reasonable control that may, or will, adversely affect its ability to fulfil any of its obligations under this Agreement.
11.3 Licensee shall indemnify and keep Licensor fully and effectually indemnified on demand against any and all losses, demands, claims, damages, costs, expenses (including consequential losses and loss of profit, legal costs and expenses and taxes thereon) and liabilities suffered or incurred by Licensor in consequence of any third party claim against Licensor to the extent that same arises as a result of any breach or non-performance by Licensee of any provision of this Agreement (and including without limitation in consequence of:
(i) any Licensee Programming being for any reason (including without limitation due to any Event of Force Majeure) being available outside of the Territory beyond the extent permitted in clause 4 above); and
(ii) any failure by Licensee to comply with its Production Obligations hereunder in relation to any Licensee HB Event (including without limitation where such failure is due to any Event of Force Majeure).
12 LIMITATION OF LIABILITY
12.1 Subject to clause 12.2 below and unless otherwise expressly provided otherwise in this Agreement, and subject to mandatory statutory laws as applicable, each party's liability, whether under contract, tort, warranty, negligence, strict liability or other legal or equitable theory, shall exclude any special, punitive, incidental, indirect or consequential damages, including without limitation lost profits or lost revenues, and shall under no circumstances exceed in respect of all incidents and occurrences in each calendar year of the Term the aggregate of all amounts of the Licence Fee which are payable by Licensee in that year, provided always that, if the relevant breach relates to any one or more individual Events during a Season only, Licensor’s liability to Licensee for that breach shall be limited to the pro rata value of that Event or Events (as applicable).
12.2 It is further agreed that:
(i) notwithstanding the provisions of clause 12.1 above, the maximum cap on liability referred to in clause 13.1 above shall, for the avoidance of doubt, not apply to the liability of Licensee to pay the Licence Fee hereunder (pursuant to the Principal Terms and clause 2 of the Standard Terms). Such liability of Licensee to pay the Licence Fee shall accordingly be unaffected by, and shall fall outside of and not count towards, such cap on Licensee’s liability; and
(ii) the provisions of clause 12.1 above shall not operate so as to limit or exclude any liabilities under any indemnities given by either party in this Agreement.
13 FORCE MAJEURE
13.1 If either party is totally or partially prevented from performing any of its obligations under this Agreement as a result of an Event of Force Majeure, it shall promptly notify the other of the matters constituting the Event of Force Majeure and provide the other with its best estimate of the likely extent and duration of the Event of Force Majeure.
13.2 The party prevented from performing its obligations under this Agreement by an Event of Force Majeure shall (save only where and to the extent expressly set out to the contrary in this Agreement) have no liability in respect of its failure to perform such obligations from that date of such notice for so long as the Event of Force Majeure shall continue provided that:
(i) such party shall, throughout the duration of the Event of Force Majeure, take all reasonable steps to mitigate the effects of the Event of Force Majeure;
(ii) upon cessation of the Event of Force Majeure, such party shall promptly notify the other of such cessation; and
(iii) Licensee shall not be relieved of its obligation to continue to pay the Licence Fees as a consequence of an Event of Force Majeure affecting it or Licensor.
13.3 If performance by either party of such party’s obligations under this Agreement is only partially affected by the Event of Force Majeure such party shall at the other party’s sole option nevertheless remain liable for the performance of those obligations not affected by the Event of Force Majeure.
14 CANCELLATION, RESCHEDULING AND ABANDONMENT
14.1 If for any reason (including due to an Event of Force Majeure):
(i) any Event is cancelled; or
(ii) (save only as set out in the final paragraph of clause 4.1 above) Licensor fails to deliver the Live Feed for any Event in accordance with this Agreement (other than any Event which is a Licensee HB Event), save:
(a) as a result of any breach of this Agreement by Licensee (or otherwise any causes attributable to Licensee); or
(b) in the circumstances referred to in clause 14.2 below,
then Licensee shall be entitled (as its sole remedy to the exclusion of all other rights and remedies) to a refund of the pro rata value of the cancelled Event. For these purposes, the ‘pro rata value’ of the relevant Event shall be the amount which is, in relation to the applicable Event over a Season, the proportion of the Licence Fee which the parties agree is attributable to the same. Notwithstanding any of the foregoing (or any other provision of this Agreement), Licensee acknowledges and agrees that it shall have no claim against Licensor in respect of the cancellation of, or failure to deliver the Live Feed for, any Events which are not Events.
14.2 Licensee agrees that Licensor shall not be deemed to be in breach of its obligations under this Agreement and accordingly Licensee shall not be entitled to any adjustment in the Licence Fee nor to any other right or remedy against Licensor, if:
(i) any Event(s) are cancelled due to either:
(a) action taken by ISU against any participating national federation/athlete (or national federation/athlete scheduled to participate); or
(b) the withdrawal of any participating team/athlete;
(ii) any Event(s) are postponed or otherwise rescheduled or relocated from the time or date or, as applicable, place at which the same was due to take place to a different time, date or place; or
(iii) any Event is abandoned following its start but prior to its conclusion (whether or not the Event is subsequently rescheduled).
14.3 Licensee acknowledges and accepts that the ISU Regulations set out procedures for dealing with breaches of the same by athletes, coaches, managers or member national associations and, notwithstanding any other provision herein to the contrary, Licensee hereby irrevocably waives, and undertakes not to pursue, any claims that it may have under this Agreement or at law in relation to the consequences of any measures or other enforcement action taken by ISU against any such person.
15 NOTICES
Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be sent by hand, prepaid recorded or post or airmail to the address and for the attention of the relevant person referred to in the “Notices” section of the Principal Terms (or such other address or person as may be notified in writing from time to time by the relevant party to the other party in accordance with this clause).
Any notice shall be deemed to have been served:
(i) if delivered by hand, at the time and date of delivery; or
(ii) if sent by prepaid international recorded airmail, five (5) days following the date of posting (the relevant date as evidenced by a valid postal receipt).
SCHEDULE 3
EVENTS FALLING UNDER THE SCOPE OF THIS AGREEMENT
Dates and Host Cities/Countries are subject to changes in the sole discretion of ISU SEASON 2019/20
SPEED SKATING
ISU Speed Skating Championships (1st tier)
• ISU Four Continents Speed Skating Championships
- Salt Lake City, USA on January 31-February 2, 2020
• ISU European Speed Skating Championships
- Heerenveen, Netherlands on January 10-12, 2020
• ISU World Single Distances Speed Skating Championships
- Salt Lake City, USA on February 13-16, 2020
• Combined ISU World Sprint & World Allround Speed Skating Championships
- Hamar, Norway on February 28-March 1, 2020
ISU World Cup Speed Skating (2nd tier) – minimum 6 Events (tentative dates and continents):
• November 15-17, 2019 World Cup 1 Minsk, Belarus
• November 22-24, 2019 World Cup 2 Tomaszów Mazowiecki, Poland
• December 6-8, 2019 World Cup 3 Nursultan, Kazakhstan
• December 13-15, 2019 World Cup 4 Nagano, Japan
• February 8-9, 2020 World Cup 5 Calgary, Canada
• March 7-8, 2020 World Cup Final Heerenveen, Netherlands
SHORT TRACK SPEED SKATING
ISU Short Track Speed Skating Championships (1st tier)
• ISU Four Continents Short Track Speed Skating Championships
- Montréal, Canada on January 10-12, 2020
• ISU European Short Track Speed Skating Championships
- Debrecen, Hungary on January 24-26, 2020
• ISU World Short Track Speed Skating Championships
- Seoul, Republic of Korea on March 13-15, 2020
ISU World Cup Short Track Speed Skating (2nd tier) – minimum 6 Events (tentative dates and continents):
• November 1-3, 2019
• November 8-10, 2019
• November 29-Dec 1, 2019
• December 6-8, 2019
• February 7-9, 2020
• February 14-16, 2020
World Cup 1
World Cup 2
World Cup 3
World Cup 4
World Cup 5
World Cup 6
Montréal, Canada
Salt Lake City, USA Nagoya, Japan Shanghai, China Dresden, Germany Dordrecht, Netherlands
FIGURE SKATING
ISU Figure Skating Championships (1st tier)
• ISU European Figure Skating Championships
- Graz, Austria on January 20-26, 2020
• ISU Four Continents Figure Skating Championships
- Seoul, Republic of Korea on February 3-9, 2020
• ISU World Figure Skating Championships
- Montréal, Canada on March 16-22, 2020
ISU Grand Prix of Figure Skating (2nd tier) – minimum 6 Events plus 1 Final Event:
• October 18-20, 2019 | Grand Prix 1 | Las Vegas, USA |
• October 25-27, 2019 | Grand Prix 2 | Kelowna, Canada |
• November 1-3, 2019 | Grand Prix 3 | Grenoble, France |
• November 8-10, 2019 | Grand Prix 4 | Chongquing, China |
• November 15-17, 2019 | Grand Prix 5 | Moscow, Russia |
• November 22-24, 2019 | Grand Prix 6 | Sapporo, Japan |
• December 5-8, 2019 | Grand Prix Final (1st tier) | Torino/Italy |
SYNCHRONIZED SKATING CHAMPIONSHIPS (1st tier)
• ISU World Synchronized Skating Championships
- Lake Placid, USA on April 03-05, 2020
SEASON 2020/21 SPEED SKATING
ISU Speed Skating Championships (1st tier)
• ISU European Speed Skating Championships
- Heerenveen, Netherlands on January 8-10, 2021
• ISU Four Continents Speed Skating Championships
- Host city / country still TBD, on January 29-31, 2021
• ISU World Speed Skating Championships Single Distances
- Beijing, China on February 24-28, 2021
ISU World Cup Speed Skating (2nd tier):
• November 20-22, 2020 | World Cup 1 | Asia |
• November 27-29, 2020 | World Cup 2 | Asia |
• December 11-13, 2020 | World Cup 3 | Europe |
• December 18-20, 2020 | World Cup 4 | Europe |
• January 15-17, 2021 | World Cup 5 | North America |
• January 22-24, 2021 | World Cup 6 | North America |
• February 20-21, 2021 | World Cup Final | Asia |
SHORT TRACK SPEED SKATING
ISU Short Track Speed Skating Championships (1st tier)
• ISU Four Continents Short Track Speed Skating Championships
- Host city / country still TBD, on Xxx 15-17, 2021
• ISU European Short Track Speed Skating Championships
- Host city / country still TBD, on January 15-17, 2021
• ISU World Short Track Speed Skating Championships
- Rotterdam, Netherlands on March 12-14, 2021
ISU World Cup Short Track Speed Skating (2nd tier)
• November 6-8, 2020 | World Cup 1 | North America |
• November 13-15, 2020 | World Cup 2 | North America |
• December 11-13, 2020 | World Cup 3 | Asia |
• December 18-20, 2020 | World Cup 4 | Beijing, China |
• February 5-7, 2021 | World Cup 5 | Europe |
• February 12-14, 2021 | World Cup 6 | Europe |
FIGURE SKATING
ISU Figure Skating Championships (1st tier)
• ISU European Figure Skating Championships
- Zagreb, Croatia on January 25-31, 2021
• ISU Four Continents Figure Skating Championships
- Host city / country still TBD, on February 8-14, 2021
• ISU World Figure Skating Championships
- Stockholm, Sweden on March 22-28, 2021
• ISU World Team Trophy
- Execution of whole event (host city / country and date) still to be confirmed by ISU
ISU Grand Prix of Figure Skating (2nd tier) – minimum 6 Events plus 1 Final Event:
• October 23-25, 2020 | Grand Prix 1 | USA |
• October 30-Nov. 1, 2020 | Grand Prix 2 | Canada |
• November 6-8, 2020 | Grand Prix 3 | China |
• November 13-15, 2020 | Grand Prix 4 | France |
• November 20-22, 2020 | Grand Prix 5 | Moscow, Russia |
• November 27-29, 2020 | Grand Prix 6 | Japan |
• December 10-13, 2020 | Grand Prix Final (1st tier) | Beijing, China |
SYNCHRONIZED SKATING CHAMPIONSHIPS (1st tier)
• ISU World Synchronized Skating Championships
- Host city / country still TBD, on April 08-10, 2021
SEASON 2021/22 SPEED SKATING
ISU Speed Skating Championships (1st tier)
• ISU European Speed Skating Championships
- Host city / country still TBD, on January 7-9, 2022
• ISU World Speed Skating Championships Sprint/Allround
- Host city / country still TBD, on March 3-6, 2022
• ISU Four Continents Speed Skating Championships
- Host city / country still TBD, on January 28-30, 2022
ISU World Cup Speed Skating (2nd tier) – minimum 6 Events (tentative dates and continents):
Asia
World Cup Final
• March 11-13, 2022
Europe
World Cup 5
• January 21-23, 2022
North America
North America
World Cup 3
World Cup 4
• December 03-05, 2021
• December 10-12, 2021
Europe
Europe
World Cup 1
World Cup 2
• November 12-14, 2021
• November 19-21, 2021
SHORT TRACK SPEED SKATING
ISU Short Track Speed Skating Championships (1st tier)
• ISU Four Continents Short Track Speed Skating Championships
- Host city / country still TBD, on January 28-30, 2022
• ISU European Short Track Speed Skating Championships
- Host city / country still TBD, on January 14-16, 2022
• ISU World Short Track Speed Skating Championships
- Host city / country still TBD, on March 18-20, 2022
ISU World Cup Short Track Speed Skating (2nd tier)
• October 14-17, 2021 | World Cup 1 | Europe |
• October 21-24, 2021 | World Cup 2 | Europe |
• November 18-21, 2021 | World Cup 3 | Asia |
• November 25-28, 2021 | World Cup 4 | Asia |
FIGURE SKATING
ISU Figure Skating Championships (1st tier)
• ISU European Figure Skating Championships
- Host city / country still TBD, on January 10-16, 2022
• ISU Four Continents Figure Skating Championships
- Host city / country still TBD, on January 17-22, 2022
• ISU World Figure Skating Championships
- Host city / country still TBD, on March 21-27, 2022
ISU Grand Prix of Figure Skating (2nd tier) – minimum 6 Events plus 1 Final Event:
• October 22-24, 2021 | Grand Prix 1 | USA |
• October 29-31, 2021 | Grand Prix 2 | Canada |
• November 5-7, 2021 | Grand Prix 3 | China |
• November 12-14, 2021 | Grand Prix 4 | Japan |
• November 19-21, 2021 | Grand Prix 5 | France |
• November 26-28, 2021 | Grand Prix 6 | Russia |
• December 10-13, 2021 | Grand Prix Final (1st tier) | TBA |
SYNCHRONIZED SKATING CHAMPIONSHIPS (1st tier)
• ISU World Synchronized Skating Championships
- Host city / country still TBD, on April 7-9, 2022
SEASON 2022/23 SPEED SKATING
ISU Speed Skating Championships (1st tier)
• ISU European Speed Skating Championships
- Host city / country and date still TBD
• ISU World Speed Skating Championships*
- Host city / country and date still TBD
• ISU Four Continents Speed Skating Championships
- Host city / country and date still TBD
*planned format change
ISU World Cup Speed Skating (2nd tier)
• Minimum 6 Events (2 in Asia / 2 in Europe / 2 in America), between November 2022 and February 2023
SHORT TRACK SPEED SKATING
ISU Short Track Speed Skating Championships (1st tier)
• ISU Four Continents Short Track Speed Skating Championships
- Host city / country and date still TBD
• ISU European Short Track Speed Skating Championships
- Host city / country and date still TBD
• ISU World Short Track Speed Skating Championships
- Host city / country and date still TBD
ISU World Cup Short Track Speed Skating (2nd tier)
• Minimum 6 Events across Asia, Europe & America, between October 2022 to February 2023
FIGURE SKATING
ISU Figure Skating Championships (1st tier)
• ISU European Figure Skating Championships
- Host city / country and date still TBD
• ISU Four Continents Figure Skating Championships
- Host city / country and date still TBD
• ISU World Figure Skating Championships
- Host city / country and date still TBD
• ISU World Team Trophy
- Execution of whole event (host city / country and date) still to be confirmed by ISU
ISU Grand Prix of Figure Skating (2nd tier)
• Minimum 6 Events (2 in Asia / 2 in Europe / 2 in America) plus 1 Final Event (1st tier) between October and December 2022
SYNCHRONIZED SKATING CHAMPIONSHIPS (1st tier)
• ISU World Synchronized Skating Championships
- Host city / country and date still TBD
SCHEDULE 4 PRODUCTION GUIDELINES
FOR ISU FIGURE SKATING CHAMPIONSHIPS AND GRAND PRIX FINAL
The Schedule 4 will be delivered in due course as it might be amended from time to time.
SCHEDULE 5 PRODUCTION GUIDELINES
FOR ISU SPEED SKATING CHAMPIONSHIPS, WORLD CUP SPEED SKATING AND SHORT TRACK CHAMPIONSHIPS
The Schedule 5 will be delivered in due course as it might be amended from time to time.
Příloha č. 2 – MS v házené mužů a žen
KEY TERMS
1. Events
▪ 2021 IHF Senior Men’s World Championship (Host territory: Egypt; Date: to be advised by Licensor)
▪ 2021IHF Senior Women’s World Championship (Host territory: Spain; Date: provisionally 2 - 19 December 2021 or such other date as advised by Licensor)
▪ 2023 IHF Senior Men’s World Championship 2023 (Host territory: Poland & Sweden; Date: to be advised by Licensor)
▪ 2023 IHF Senior Women’s World Championship 2023 (Host territory: Denmark, Norway & Sweden; Date: to be advised by Licensor)
▪ 2025 IHF Senior Men’s World Championship
▪ 2025 IHF Senior Women’s World Championship
Host territory: to be confirmed and advised as soon as is reasonably possible; Date: to be advised by Licensor
each, an “Event” and together, the “Events”.
2. Footage
The continuous live television feed (with international sound and English graphics in full HD format) of each match of each Event, as well as all draws and official ceremonies, together with all preview, highlights and magazine programming produced and made available by or on behalf of the Licensor or the IHF.
3. Rights
Licensor hereby grants to Licensee, subject to the Rightsholder Reserved Rights and clause B of the General Terms and Conditions:
▪ exclusive Broadcast by TV rights (via terrestrial means, satellite, cable and IPTV)
▪ exclusive Internet Rights
▪ exclusive Mobile/Wireless Rights
▪ exclusive right to broadcast via any other broadcast means not yet known at the time of signature of this Agreement for reception on conventional or home television receivers or to mobile screens or devices
▪ non-exclusive Public Viewing Rights
for the Footage throughout the Territory, in the Language, during the Term (the “Rights”).
The Rights include the right to exploit the Footage on a live, delayed and/or on-demand basis, in full or as Clips or highlights.
In addition, Licensee is granted the non-exclusive right to:
i. use still images from the Footage for the purpose of promoting its coverage of the Events;
ii. use Clips of up to three (3) minutes per match for news access purposes; and
iii. use the name, marks and logo of the IHF and the marks and logo of each Event (in each case, in the form provided by Licensor) solely for the purpose of promoting its coverage of the Events, subject to compliance by Licensee with any terms and conditions for the use of such names, marks and logos notified to Licensee by Licensor.
Any rights not explicitly granted hereunder are retained by Xxxxxxxx.
In the event that the IHF Senior Men’s World Championship 2025 and/or the IHF Senior Women’s World Championship 2025 are to be held in the Territory, the Licensor shall notify the Licensee of the same in writing and the Parties shall then renegotiate the terms of this Agreement in respect of the relevant Event(s) in good faith and each acting reasonably.
4. Term
The term of this Enclosure continues until 31 December 2025 (the "Term"). 5. Delivery Method
Licensor shall make available the Footage live via European satellite. Licensee shall bear any costs associated with the onward transmission and distribution of the Footage following delivery, i.e. costs for downlink and the onward transmission and distribution.
6. Additional Licensee obligations
Licensee shall, prior to its broadcast of any match of any Event, transmit the official trailer of the relevant Event (as provided to Licensee by Licensor) unless Licensee has produced its own trailer for the Event (in which case Licensee must transmit the trailer which it has produced).
Within thirty (30) days following the conclusion of each Event, Licensee shall provide Licensor with a detailed distribution report relating to Licensee’s coverage of such Event. The report shall include information regarding Licensee’s promotion of its coverage of the Event, the date and time of each broadcast, whether such broadcast was live and/or delayed, audience figures ratings (to the extent available to Licensee), the number of subscribers/potential households and all other information reasonably requested by Licensor and if available to Licensee at no cost to obtain.
7. Rights holder Reserved Rights
Notwithstanding the grant of the Rights, Licensee acknowledges and agrees that IHF reserves the following rights:
a) the non-exclusive right to exploit itself, and to authorise sponsors and commercial partners of IHF and/or the Event and the organiser of the relevant Event to exploit, Clips of up to three (3) minutes in aggregate of any match forming part of any Event on a delayed basis (from no earlier than the conclusion of the relevant match) on any official television channel, website, or mobile application of: (i) IHF, (ii) any sponsor and commercial partner of IHF and/or the Event; or (iii) the organiser of the relevant Event; and
b) the non-exclusive right to exploit itself, and to authorise any third party to exploit, audio-visual coverage (including without limitation the Footage) of any Event from twelve (12) months following the conclusion of such Event.
GENERAL TERMS AND CONDITIONS
A. DEFINITIONS
In this Agreement the following words and phrases shall have the following meanings:
“Broadcast by TV” means the telecast of visual images (together with any sound broadcast for reception together with those images) by television to conventional or home television receivers;
“Clips” means clips of parts of the Footage;
“Internet Rights” mean the transmission of still or moving visual or audio-visual material utilising the system currently making use of TCP/IP software protocols known as the Internet or the World Wide Web whatever the communication(s) links may be which connects the user(s), including any developments in such protocols or any other protocols that may be developed which give equivalent, reduced or enhanced functionality compared with such protocols.
“Main Agreement(s)” means the agreement between Licensor and IHF under which Licensor has acquired the right to exploit audio-visual coverage of the Events;
“Mobile/Wireless Rights” mean mobile telecommunications technologies, broadcast technology and each other wireless standard or technology which is used for the broadcast and/or other distribution of audio or audio-visual content to any mobile screen or device.
“Public Viewing Rights” means all rights to organise and stage an event where an audience may view the Footage free of charge in a public space.
B. RESERVATION OF RIGHTS
B.1. Notwithstanding the grant of Rights, Licensor reserves the worldwide right through any media to exploit itself and to authorise any third party to exploit: (i) Clips of the Footage for news access purposes; (ii) Clips of up to three (3) minutes per match or five (5) minutes per Event day (whichever is greater) for any purpose; and (iii) still images from the Events for any purpose.
B.2. Notwithstanding the grant of Rights, Licensor furthermore retains the worldwide right to use itself and/or grant exclusive licenses to third parties for transmission of the Footage for:
(i) gambling or betting purposes;
(ii) inflight and inship exhibition; and
(iii) Closed Circuit TV Rights, i.e. exhibition or transmission of Footage to an audience confined to a limited area (including cinemas, hotels, buses, trains, sports stadia, venues and premises for social and cultural activities) but excluding Public Viewing Rights.
C. CHANGES TO EVENTS
C.1. Any Event may be cancelled, postponed or unavailable for delivery (including as a result of cancellation of the Events, inadequate or non-production of the Events or Footage of the Events, Force Majeure or alteration of the Main Agreement). Licensor shall in such cases have the right to offer Licensee a replacement event of similar quality. Any further liability of Licensor is explicitly excluded.
C.2. Licensee accepts that e.g. venues, start times, participants and dates of Events are subject to change and wholly beyond the control of Licensor but any changes shall be notified to Licensee as soon as reasonably practicable following Licensor becoming aware of such changes. Licensor shall not be liable for such changes.
D. OBLIGATIONS BY LICENSEE
D.1. Licensee shall use the full official title of each Event in each transmission of the Footage, including the name of any naming or title sponsor.
D.2 Licensee shall not be entitled to a) modify, distort or interfere with the Footage by means of so- called electronic substitution technology or otherwise which has the effect of limiting the coverage of perimeter signage at the Event and included in the Footage or otherwise detracting from the integrity of the transmission of the Footage; or b) do anything which would have an adverse effect on any commercial rights relating to the Event.
D.3 Licensee shall be solely responsible for payment of any public performance fees to the respective performing rights society in the Territory for any music featured in the broadcasts/transmissions of the Footage.
D.4 Licensee shall inform Licensor of any faults in the delivery promptly in writing, and in no event later than ten (10) days from the date when Licensor for the first time attempted to deliver the relevant Footage to the Licensee. After the period of ten (10) days, the Licensee shall be deemed to have approved the relevant delivery.
E. TERRITORIAL RESTRICTIONS AND ANTI PIRACY
E.1. Licensee undertakes that it will employ first class industry standard geo-blocking and security technology (including access control, DRM solutions etc.), and take all other steps necessary to ensure that the reception and viewing of the Footage by individuals who have a customer address outside the Territory is precluded and that transmissions of the Events cannot be received outside the Territory.
E.2. Licensee accepts that Footage may be distributed in channels which are broadcasted via free- to-air or unencrypted television or there may be unintentional overspill inside the Territory due to the inherent in-capability of satellites to beam down signals only inside territory boundaries and it confirms that no such overspill shall be deemed a breach of this Agreement. It shall be the responsibility of Licensor and/or IHF to take any actions against piracy and copyright infringements within the Territory. If Licensee becomes aware that any unauthorised third party is receiving or transmitting any part of the Events, Licensee shall promptly inform Licensor and shall, at Licensor’s request, co-operate fully with Licensor and/or the IHF in any action undertaken by Licensor and/or the ultimate rightsholder for the protection of its rights.
E.3. Notwithstanding clause F.1., neither Party shall be restricted from (i) enabling cross-border portability of online content services within the EEA or (ii) selling subscriptions to its satellite DTH services (and thereby facilitating and authorising access to the Footage) to viewers located within the EEA but outside of the Territory who actively request the same.
E.4. Notwithstanding clause F.3., Licensee undertakes that it will not actively market the availability of the Footage outside the Territory, and Licensor undertakes that it will not actively market (or authorise or knowingly permit any third party to actively market) the availability of the Footage within the Territory. The Licensee furthermore agrees that the Footage may be transmitted in the Language only and that the service(s) on which such transmissions are made shall be intended to serve the audience resident within the Territory only and any advertising made available shall be directed at said national audience.
E.5. If, during the Term or any applicable License Period, it is declared under applicable law (including EU law and case law) that an obligation to restrict access to transmissions is unlawful, invalid or unenforceable, the Parties will not seek to enforce the relevant provision(s)
and they will work together in good faith to remove the relevant provision(s) and amend the Agreement in order to be compliant with the applicable law whilst achieving as near as possible the original intentions of the Parties.
F. REPRESENTATIONS AND WARRANTIES
F.1. Each Party hereby represents and warrants to the other Party that:
(i) it has all necessary power and authority to enter into, perform all of its obligations under and to comply with all of the terms and conditions of this Agreement;
(ii) there are no past convictions, actions or proceedings pending or threatened against it before any court, tribunal or governmental body agency or authority which may adversely affect its ability to perform its obligations hereunder; and
(iii) it will comply with all applicable laws and regulations from governing bodies when performing its obligations under the Agreement.
F.2. Licensee furthermore represents and warrants that:
(i) it, and any agent or employee acting on its behalf, has complied in the negotiations leading up to the entering into of this Agreement, and shall comply throughout the Term of this Agreement, with all applicable laws, statutes, regulations, and codes relating to anti- bribery and anti-corruption (including but not limited to the laws and regulations of the European Union, United Kingdom, France, United States of America and the Czech Republic.
Breach of this clause F.2(i) shall constitute a material breach of this Agreement; and
(ii) neither it nor its affiliates, subsidiaries, directors, managers, officers, employees, consultants, agents or other representatives is: (i) a person or entity; or (ii) controlled by a person or entity, who is subject to any financial sanctions or other restrictive measures (“Sanctions”) maintained by any agency or department of any national government, regional body, multilateral institution or other body which is responsible for the adoption, implementation or enforcement of sanctions laws (including but not limited to the United Nations Security Council, the Council of the European Union, the European Commission, the relevant competent authorities of individual European Union member states, the United States Department of the Treasury’s Office of Foreign Assets Control, and the United States Department of Commerce). Licensee shall notify Licensor immediately in writing of any change which might violate this clause F.2(ii) If, during the Term of this Agreement, any Sanctions prevent either Party from performing its obligations under this Agreement, either Party shall be entitled to terminate this Agreement with immediate effect by giving notice in writing to the other Party.
G. LIABILITY AND INDEMNITY
G.1. Licensee shall defend, indemnify and hold Licensor harmless from and against any claims, damages and fees arising out of or in connection with any use by the Licensee of the Rights in breach of any representations or warranties or failure by the Licensee to comply with its obligations under the Agreement, whether or not such claim arises during or after the Term. Licensor shall defend, indemnify and hold Licensee harmless from and against any claims, damages and fees arising out of or in connection with any breach of any representations or warranties or failure by the Licensor to comply with its obligations under the Agreement, whether or not such claim arises during or after the Term. Neither Party shall have any liability to the other for indirect and/or consequential losses (e.g. loss of profit or loss of anticipated savings).
G.2. Licensor’s maximum aggregate liability to Licensee under or in connection with this Agreement shall not exceed the amount of Fees actually paid by Licensee under this Agreement. This provision shall survive the termination of this Agreement.
H. FORCE MAJEURE
Neither Party shall be liable to the other Party in damages or otherwise because of any failure to perform its obligations due to circumstances, including, but not limited to, fire, fire alert, severe weather conditions, natural catastrophe, national emergencies, war, riot, terrorism, communication failure, failure of technical or broadcasting facilities, satellite failure, solar disturbances, sun outages and/or interference to satellite transmissions or any other incident beyond the control of the Parties (“Force Majeure Event”). If a Party is affected by a Force Majeure Event it will promptly notify the other Party and the Parties will discuss and seek to reach agreement in good faith that is fair and reasonable. No Force Majeure Event shall prevent timely payment of the Fee.
I. SUSPENSION AND TERMINATION
I.1.Each Party shall be entitled to terminate this Agreement immediately upon notice to the other if the other Party:
(i) is in material breach of this Agreement and either such breach is not capable of remedy or, if capable of remedy, the breaching Party has failed to remedy such breach within twenty- one (21) days of receiving written notice of the breach;
(ii) has committed a series of non-material breaches which have not been remedied (where remediable) within ten (10) working days of receiving written notice of the breach; or
(iii) is or becomes subject to any kind of insolvency, bankruptcy or similar procedure.
I.2 Licensor shall be entitled to terminate this Agreement immediately upon written notice if the Main Agreement is terminated.
I.3. The expiry or rightful termination of this Agreement shall be without prejudice to the rights and liabilities accrued or incurred by either Party prior to the date of expiration or termination. On expiration or earlier termination all rights granted to Licensee under this Agreement shall automatically revert to Licensor and Licensor shall be free to grant the Rights to a third party.
I.4.Licensor shall have the right, without prejudice to any other rights or remedies available under the Agreement, to suspend the Rights (and to withhold the delivery of the Footage to the Licensee) during any period in which the Licensee has failed to comply with any of its material obligations under this Agreement. The Licensee shall remain obliged to pay the Fee and any other amounts payable hereunder notwithstanding any such suspension.
I.5.Any unpaid Fee, whether accrued or not, shall be immediately due and payable upon Licensor’s termination of the Agreement under I.1.
J. CONFIDENTIALITY
The Parties acknowledge that they shall not disclose this Agreement, or any other information obtained and which the other Party may reasonably wish to keep secret, to any third parties, unless required by law or accepted by the other Party (except that disclosure by Licensor to the IHF or an employee of a company shall be permitted).
K. MISCELLANEOUS
K.1. The parties each acknowledge and agree that this Agreement constitutes the entire agreement and understanding of the parties in respect of its subject matter (and supersedes any previous agreement between the parties in respect of such subject matter) and that in entering into this Agreement, it has not relied on and shall have no remedy (either in contract or tort) in respect of any statement, representation, warranty or understanding which is not expressly set out in this Agreement provided nothing in this clause K 1. shall operate to limit or exclude any liability for fraud.
K.2. Licensor may transfer assign or otherwise convey any of its rights or obligations hereunder, in whole or in part.
K.3. This Agreement shall not be deemed to create a joint venture, agency or partnership of any kind between the Parties, and neither Party shall have the right to act or enter into any obligations on behalf of the other.
K.4. Notwithstanding any other provision in this Agreement, a person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 (or any successor or replacement version thereof) to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under the Act.
K.5. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.
K.6. If this Agreement has been executed in one English version and one other language, the English language version shall always prevail.
Příloha č. 3 – venkovní kvalifikační zápasy na Euro 2020 v házené žen
A. Schedule
Event(s)
The qualifications away matches with the participation of Slovakian Team (always as away teams) to the European Handball Championships Women taking place in 2020.
Permitted Means of Transmission
• Terrestrial Transmission
• Satellite Transmission
• Cable Transmission
• IPTV
• Broadband Internet Transmission including, but not limited to
✓ Web-Casting
✓ Video-on-Demand
✓ OTT
• Mobile Rights
• Public Viewing (non-exclusively only)
Excluded Means of Transmission
• Radio;
• Betting Rights;
• Closed Circuit Television;
• Fixed Media Rights;
• the right to create, use or transmit any form of video or computer games related to the Events; and
• Any other rights (whether existing now or created or discovered in the future) that are not expressly included under Permitted Transmission Platforms.
Broadcast Basis
- Live, delayed, repeat, Highlights
- Free and/or Pay, Video-on-Demand, Pay-per-View
Exploitation Period
From the day of the respective Event until twelve months after the completion of the respective Event.
Delivery Format
The Basic Feed shall be made available to Licensee on a European Satellite free of any charge.
Technical and Delivery Cost
To be borne by Licensee at standard rate card cost or at such other price as maybe agreed between the parties.
Special Condition
1. Licensee acknowledges and agrees that Licensor might be prevented from the definitive grant of rights with respect to (a) specific Event(s) in case an Event will not be produced, its Basic Feed will not be provided on satellite or in the event of Force Majeure. In such case, Licensor will inform Licensee in due course, and the License Fee will be decreased accordingly; however no further claims can then be raised by Licensee.
2. Throughout the Exploitation Period, Licensor shall, without any payment whatsoever to Licensee, remain entitled to:
a) to Web-Cast all Events other than those broadcast by the Licensee Live and/or delayed (in a substantial form of at least 10 minutes per Event), on the official EHF-website, currently xxx.xxx-xxxx.xxx, xxx.XXXXX.xxx and/or similar official handball platforms or handball internet channels owned and/or managed by or on behalf of EHF (which might include also transmission via an official app e.g.). Licensee shall inform Licensor in a written form (e-mail sufficient) at least 5 days before the respective Event of the particular Event whether such Event will be transmitted or not − in case that Licensor does not receive such information, it is deemed that no such transmission is intended and, therefore, the Licensor may make this Event available for a platform as described above without any restrictions;
b) to broadcast on a Free and/or Pay basis on the EHF-website and/or the official Event-website and/or similar official handball platforms and/or the official website of the Licensor i) Highlights of up to three (3) minutes in duration of each Event after completion of the respective Event and
ii) up to 5 (five) Near-Live Clips per each Event via their (non-geoblocked) official websites, their official social media accounts and their official digital media products contemplated under Special Condition 3.
c) to permit Commercial Affiliates to use, on their (non-geoblocked) website and on any and all media (including social media) and promotional platforms and forums (whether known at the time of this Agreement or developed in the future) Highlights, for promotional purposes only, in the following manner: (i) up to 5 (five) Near-Live Clips per Event, and (ii) up to 90 (ninety) seconds in total of Highlights per Event;
d) the right to grant to any third party, to the exclusion of the Licensee, the right to transmit Highlights as part of, and/or for inclusion in, any bona fide territorial (relating to the Territories), pan-regional, national or international news programme transmission, and/or for news coverage distribution deals with e.g. exploiting platforms being an international or national outlet, by means of any media whatsoever provided always (i) that the exercise of such license by each such third party shall be as required by local applicable laws, or (ii) in the absence of such laws, shall be limited to excerpts of up to three (3) minutes in total per Event for broadcasts not prior to the completion of such Event;
e) the right to grant the broadcast of delayed summaries/broadcasts in a sports magazine programme provided that such summaries/broadcasts will not exceed 3 minutes footage per Event and will not be broadcast prior to the completion of the last Event of the respective Event day;
f) the right to grant transmission rights for advertising and promotional materials by means of any media whatsoever (for example, trailers, vignettes and print materials) provided always such exploitation shall not commence earlier than twenty-four (24) hours after the end of the respective Event and shall be limited to thirty (30) seconds of footage of the respective Event.
3. The creation, development and commercialisation of “digital media products” is aimed at enhancing an Event viewing experience and complementing the exploitation of the Media Rights by providing additional audio-visual and/or data content intended for consumption on portable or mobile devices. Examples of “digital media products” include specific apps, short messaging services and any other applications offering a “second screen” experience. Licensor shall thus be entitled to create, develop and commercialise digital media products in the Territories, provided that such
digital media products of Licensor may include the use of any Audio-visual Coverage only as follows:
(i) three (3) minutes in duration of each Event always after completion of the respective Event; and
(ii) up to 5 (five) Near-Live Clips per Event. The Parties shall envisage to discuss as soon as practicable before the relevant Events each other’s digital media activities amicably and in good faith and, possibly, to find ways of cooperation.
B. Terms
1. GRANT OF RIGHTS
1.1 Licensor hereby grants the Media Rights to Licensee for exploitation within the Territory during the Exploitation Period on the Designated Channel(s) only, subject to the terms and conditions set forth in this Agreement, including the Special Conditions (the "License").
1.2 For the purpose of exploiting the Media Rights, Licensor shall make available to Licensee in the manner set out herein the Basic Feed and (if applicable) any agreed Additional Feed. Licensee acknowledges and agrees that Licensor may, using relevant digital technology, insert into the Basic Feed and/or any Additional Feed virtual advertising images which replace or complement on-site advertising at the Event venue(s), subject to Applicable Law. Licensor shall inform Licensee in due course about the use of virtual advertising in order that Licensee may satisfy any relevant legal requirement to inform its intended audience about the insertion of virtual advertising in the Audio-visual Coverage.
1.3 Any and all rights and licenses not expressly granted to Licensee hereunder (including any Reserved Rights) are expressly and unconditionally excluded from the scope of this Agreement and are reserved to Licensor for its own unrestricted use, exploitation and benefit and Licensee shall not, and shall not authorise any person to, assert, represent or claim that they have any right, title or interest whatsoever to any of the same other than the limited License granted pursuant to this Agreement.
1.4 The Media Rights specifically exclude all rights whatsoever to record, use and/or reproduce any still visual images (captured by means of cameras and other still image recording equipment) of any aspect of the Event(s). This clause does not in any way prohibit Licensee from using and/or reproducing still visual images extracted from the Basic Feed or any Additional Feed as part of the exploitation of the Media Rights expressly permitted in this Agreement (for example for the purpose of producing Highlights), nor does it prohibit Licensee from using and/or reproducing such elements for the purposes of endorsing the Event(s).
1.5 Subject to anything stated herein to the contrary, Licensor will not during the Exploitation Period use or exercise the Media Rights in the Territories by itself, nor shall it grant rights to any third party to do so. If any enquiries and/or offers relating to the use and/or exercise of the Media Rights (or any part thereof) in the Territories as licensed to the Licensee are made directly to Licensor, Licensor shall refer such enquiries and/or offers to Licensee.
Licensor shall procure that no third party that has licensed from the Licensor rights to Events outside the Territories, nor their agents or sub-licensees, shall carry out active sales of the Events in the Territories with respect to Media Rights even though the signal of such third party might be receivable within the Territories. In addition, Licensee acknowledges that absolute territorial protection cannot be guaranteed and that any exclusivity awarded to it does not exclude the reception in the Territories of broadcasts of the Events originating in other territories, if such reception is the direct result of incidental and unintentional overspill or any mandatory laws and regulations/obligations, including but not limited to laws/regulations/obligations permitting (i) the free circulation of devices (such as decoders) necessary to receive and view encrypted broadcasts, (ii) the unblocking or otherwise
circumventing of geo-blocking technologies, or (iii) cable or any other transmissions or re- transmissions within the Territories of broadcasts originating outside the Territories, or (iv) of laws/regulations/obligations prohibiting the encryption of Satellite transmissions. Furthermore, in cases where the use of software designed to circumvent geo-blocking technologies (for example by presenting misleading information about a user’s actual geographic location) allows an otherwise geo-blocked broadcast to be received in the Territories despite Licensor having taken reasonable action to prevent such receipt, Licensor shall not be deemed to be in breach of this Agreement with respect to exclusivity and Licensee acknowledges that the actions taken by Licensor to limit or prevent such access will not in every instance be effective.
1.6 Licensee has the right to directly enforce any of the Media Rights in the Territories (including claims for damages and/or profits) against any third party (the "Third Party Infringer") which makes any use of Media Rights in the Territories falling within the ambit of the License without the permission of Licensor. Prior to the initiation of any legal action to enforce any of the Media Rights pursuant to this clause, Licensee shall notify Licensor of its intent in reasonable detail and the Parties shall cooperate in good faith to negotiate an out-of-court settlement with the Third Party Infringer of the issue in dispute, it being understood though that Licensee may, at any time during such negotiations and, in case of urgency, even before starting the negotiation process, initiate legal action at its sole discretion. Pending litigation or arbitration proceedings, Licensee shall keep Licensor apprised of any relevant submissions and developments and it shall obey instructions received from Licensor to protect Licensor's and EHF’s due interests in the Media Rights. However, Licensor shall not be obliged to enforce the Media Rights against Third Party Infringers, it being understood that Licensor shall support Licensee in any court or arbitral proceedings brought against Third Party Infringers within the limits of availability of staff and its own legal capacities.
2. TERRITORIAL RESTRICTIONS AND ENCRYPTION
2.1 Licensee shall use and exercise the rights granted under the License within the Territory and shall, subject to clauses 2.3 and 2.5, not in any way (without limitation):
2.1.1 exercise, or permit the exercise of, the License and any of the licensed Media Rights (or any part thereof) outside of the Territories; or
2.1.2 authorise, or permit the distribution of, any transmission of the Audio-visual Coverage (or any part thereof) outside the Territories.
2.2 Licensee shall ensure that:
2.2.1 any transmissions by Satellite (including retransmissions by way of Satellite) of the Audio-visual Coverage (or any part thereof) are encrypted to the highest available standard so as to prevent such transmissions from being received and/or viewed by anybody other than bona fide subscribers of Licensee’s services (whether that subscription is with Licensee directly or with a third party provider offering an authorised transmission of, amongst other things, Licensee’s services by way of Satellite);
2.2.2 any transmissions by Broadband Internet of the Audio-visual Coverage (or any part thereof) are securely geo-blocked so as to prevent such transmissions from being received and/or viewed outside of the Territories;
2.2.3 any transmissions by Cable are not re-transmitted outside of the Territories by Licensee or on Licensee’s behalf, except where any Applicable Law permits a third party to carry Licensee’s services or where the official licensee(s) of the Event(s) in the relevant other territory has expressly agreed in writing to such re-transmission, in both cases Licensor being fully notified of any such arrangement; and
2.2.4 all necessary means commercially available at the relevant time (including geo- blocking, digital rights management, content protection devices and access control technologies) are employed to the extent permitted by law to ensure that its transmissions of the Audio-visual Coverage (or any part thereof) are not capable of unauthorised reception or viewing outside of the Territories and for the purpose of preventing content piracy.
2.3 Notwithstanding the restrictions contained elsewhere in this clause 2:
2.3.1 if Licensee’s Terrestrial transmissions of the Audio-visual Coverage (or any part thereof) may be received outside of the Territories, such overspill shall not constitute a breach of this Agreement provided always that such overspill is incidental and unintentional; and
2.3.2 in cases where the relevant Territory subject to this Agreement is a member country of the European Union, then any transmissions of Licensee by Satellite that can be received or viewed in European Union member countries other than the Territory by bona fide subscribers of Licensee’s services (whether that subscription is with Licensee directly or with a third party provider offering an authorised transmission of, amongst other things, Licensee’s services by way of Satellite) using the requisite and legitimate reception and decoding equipment shall not constitute a breach of this Agreement
provided, in both of the above cases, that the Licensee does not market, promote, advertise or produce any trailer, advertisement or promotion that expressly or impliedly represents that all or any of Licensee’s transmissions of the Audio-visual Coverage (or any of the services or channels upon which it transmits any of the same) is available or capable of reception and/or viewing anywhere outside of the relevant Territory, nor authorise or permit any such actions.
2.4 In circumstances where, in the reasonable opinion of Xxxxxxxx, the extent of the transmissions by Satellite falling within the scope of clause 2.3.2 above is likely to substantially undermine the value of the broadcast rights to the Event(s) in the relevant other European Union country then Licensor has the right (upon presentation of substantiating evidence) to organise a meeting at which good faith discussions will be conducted with the aim of resolving the concerns of Licensor. All remedies that may provide a solution satisfactory to Licensor shall be considered by the Parties, together with details regarding how any such remedies may be equitably implemented.
2.5 In respect of transmissions by Mobile, this clause shall not prevent Licensee from authorising the “roaming” reception in the Language outside the Territory by domestic subscribers of Licensee within the Territory provided always that Licensee shall not promote such reception or service. Licensee acknowledges and agrees that nothing in this Agreement shall prevent Licensor from authorising “roaming” reception of the Audio-visual Coverage of the Event(s) over mobile telephony networks in the Territory by subscribers of mobile operators holding communications licenses outside the Territory.
2.6 Licensee shall, during the relevant Exploitation Period and upon request by Licensor, keep Licensor regularly informed in writing of the encryption, geo-blocking (if applicable) and digital rights management technologies and solutions generally employed by itself pursuant to the provisions of this Agreement. The technologies and solutions employed by Licensee for the purpose of complying with the provisions of this clause 2 shall, at a minimum, be consistent with prevailing international standards at all times during the relevant transmission.
2.7 Licensor shall have the right to suspend (pursuant to the provisions of clause 6.4) the grant of License if, at any time during the Exploitation Period, Licensor reasonably considers the technologies and/or solutions employed by Licensee at the relevant time to be out-dated or otherwise inadequate or ineffective for the purposes set out in this clause 2. Following any such suspension, the Licensee shall, at its own cost, ensure that any alternative encryption
technologies and/or solutions that may be proposed by Licensor are forthwith employed and utilised.
3 OBLIGATIONS OF LICENSEE
Licensee shall:
3.1 not in any way alter, cut, delete, change or edit (including any form of electronic obliteration or modification to) the Basic Feed or (where applicable) any Additional Feed in any way whatsoever other than to:
3.1.1 create permitted Highlights, if any;
3.1.2 add subtitles in the Language in accordance with international broadcast standards;
3.1.3 superimpose permitted graphics or factual information, in each case without any commercial elements whatsoever (including, for example, premium telephone numbers, SMS/MMS numbers or websites);
3.1.4 superimpose its own customary channel identification logo, provided in all cases that such alteration or editing does not in any way (i) delete, alter or interfere with the content of the individual visual frames of the Basic Feed and/or Additional Feed, nor affect the integrity of the same in any way including, without limitation and by way of example only, by “shrinking” an Event’s pitch or including “crawler” or “ticker” messages or electronic/virtual enhancements (including, without limitation, virtual advertising boards) on screen during the Event(s) other than where the same has been approved by Licensor in writing in advance; (ii) obscure or impair the viewing of the Event(s), the advertising boards and/or on-screen graphics incorporated within the Basic Feed and/or Additional Feed or otherwise alter, change or modify any of the real time images depicted therein and originated on-site at the Event(s); (iii) remove any credits, copyright notices or trade mark legends; or (iv) include any commercial or other identification other than as permitted by Licensor; and
3.1.5 add its own Commentary;
3.2 not use or exploit, nor authorise the use or exploitation of, any still or moving visual images or audio sound contained in the Audio-visual Coverage (or any part thereof) or any other still or moving video images or audio sound of, or associated with, the Event(s) including, without limitation, any still picture, graphical image or audio sound derived therefrom in any advertisement in any medium whatsoever marketing and/or promoting any goods and/or services, or as any form of express or implied endorsement of any products or services, by Licensor, by EHF or by the Event itself. Licensee is only entitled to use such elements for the sole purpose of promoting its broadcast(s) of the Event(s);
3.3 other than as permitted by Licensor in writing, ensure that no commercial or other identification of whatsoever nature (other than those of Commercial Affiliates) is associated with, or featured or incorporated in, any of its transmissions of the Audio-visual Coverage (or any part thereof) which may be considered to be a form of express or implied endorsement of any products or services, by Licensor, by EHF or by the Event itself, including opportunities with respect to broadcast sponsorship, commercial airtime, on-screen timing/replay graphic sponsorship and (in the case of Mobile and Broadband Internet transmissions) “in-skin” advertising (being advertising within the frame of the viewing software which displays the Audio-visual Coverage on a device but outside the Audio-visual Coverage itself);
3.4 ensure that the relevant Media Rights (including, without limitation, the transmission of the Audio-visual Coverage) are exercised in full compliance with all Applicable Laws including, without limitation, local laws relating to the television and radio coverage of designated events of major importance to society (if any);
3.5 ensure that no commercial breaks or other interruptions are inserted in its Live transmissions of the Audio-visual Coverage of the Event(s) during live play;
3.6 in respect of any and all third party music included in the Basic Feed and/or Additional Feeds (other than any “signature music” of the Event(s) used in the Basic Feed and/or Additional Feed which Licensor shall ensure has been fully cleared and paid for), be solely responsible, at its own cost and expense, for paying any and all relevant performing rights or similar copyright collection society royalties and obtaining any specific permits, consents or clearances of any nature whatsoever. However, Licensor shall ensure that any such third party music has been cleared by the relevant rights holder(s) for its inclusion in and synchronisation with the Audio- visual Coverage as provided to Licensee in the first instance and shall notify Licensee of the third party music that is to be so included;
3.7 make all necessary arrangements with the Host Broadcaster / Host Producer, based upon the terms and conditions of the Rate Card (if applicable);
3.8 ensure that in exercising and enjoying the Media Rights it does not (i) undermine or prejudice the integrity of, or bring into disrepute the name, image or reputation of Licensor, EHF and/or the Event(s) (including any of the participants therein), or do anything which may detract from the good image of the sport of handball, its management, administration, organisation or play,
(ii) broadcast any content which may be defamatory, obscene, in contempt of court or otherwise derogatory, or (iii) permit the inclusion of any racially or religiously offensive or sexually explicit material; and
3.9 inform Xxxxxxxx, upon request, of actual or estimated audience figures, details of advertisers and broadcast sponsors (including product categories) associated with such broadcasts/transmissions, ratings (if available), additional coverage in other programmes, news, repeats and the like, in order that Licensor may monitor the impact and popularity of the Event(s).
4 DELIVERY AND ACCESS
4.1 Licensor shall procure delivery of the relevant Audio-visual Coverage to Licensee as per the Schedule.
4.2 The technical, operational and editorial personnel (including commentators) of Licensee may upon request be provided with a reasonable number of accreditations for access to the respective Event venue and ancillary broadcast facilities and services for the sole purpose of enabling Licensee to exercise the Media Rights and to perform its obligations hereunder. Licensee agrees that the exercise of these access rights is subject to such other regulations and directives (including accreditation terms and conditions) as may be issued or established by, or on behalf of, EHF or Licensor from time to time and which are notified to Licensee.
5 INTELLECTUAL PROPERTY
5.1 Always subject to clause 1.6, all Intellectual Property that subsists in the Basic Feed, any Additional Feed and the Commentary (where included with the Basic Feed) shall be owned by the Licensor/EHF for the full term of such Intellectual Property including all renewals, reversions and extensions thereof and thereafter in perpetuity.
5.2 All Intellectual Property that subsists in the Commentary where not included as part of the Basic Feed and produced by Licensee shall, upon creation thereof, be owned by Licensee and Licensor is hereby granted an irrevocable unconditional royalty-free licence to use the
Commentary at its discretion. However, Licensee agrees that it shall not permit the exploitation of the Commentary in any manner which creates an unauthorized association between a product, service or entity and the Event(s) or Licensor.
5.3 To the extent that Licensee owns any of the Intellectual Property in the Commentary, Licensor shall have the right (but no obligation), either in its own name or in the name of Licensee (as appropriate), to prevent third parties from broadcasting, distributing and/or making any other use of the Commentary or any parts and/or adaptations thereof in any country outside the Territories.
5.4 Nothing in this Agreement shall be construed as an assignment or transfer of ownership to Licensee of any Intellectual Property whatsoever owned by (or licensed by a third party to) Licensor/EHF, whether existing as at the commencement of this Agreement or which might be created or arise as a result of its performance.
6. TERM AND TERMINATION
6.1 This Agreement shall commence upon signing and shall expire at the end of the Exploitation Period, unless previously terminated or otherwise extended pursuant to the terms hereof.
6.2 Both Parties have the right to terminate this Agreement with immediate effect by giving written notice to the other Party:
6.2.1 if the other Party declares bankruptcy, becomes insolvent, enters into liquidation or composition proceedings with its creditors or ceases or threatens to cease to carry out its business operations; or
6.2.2 if the other Party fails to observe or perform any of its material obligations hereunder and, where such breach is capable of remedy, does not remedy such failure after being called upon to do so by written notice either: (i) within ten (10) days if so called upon no later than thirty (30) days before the beginning of the respective Event; or (ii) within twenty-four (24) hours of being so called upon thereafter.
6.3 In addition to the termination rights granted in clause 6.2, Licensor may terminate this Agreement with immediate effect by written notice to Licensee if Licensee fails to pay any sum due to Licensor when due and such default continues for a further period of ten (10) working days after receipt of written notice of default.
6.4 Without prejudice to its rights and remedies set out elsewhere in this Agreement, Licensor may suspend (rather than terminate) the grant of License in whole or in part (whether on geographical terms or otherwise) immediately upon becoming aware that Licensee has committed a material breach of this Agreement. Such suspension may continue until the breach has been remedied to the satisfaction of Licensor.
6.5 Subject to clause 8.6, the expiration or termination of this Agreement shall be without prejudice to all accrued rights and remedies and shall not affect the continuing rights and obligations of the Parties under this Agreement.
6.6 On expiration or termination of this Agreement for any reason whatsoever, all licenses and rights granted to Licensee hereunder shall forthwith terminate and shall automatically revert to Licensor without further formality (subject to clause 7.18). Thereafter, Licensee shall not broadcast the Event(s) or otherwise exercise any of the related rights hereunder. Upon such expiration or termination, Licensor may grant to others the rights and opportunities granted to Licensee hereunder.
7. MISCELLANEOUS
7.1 Force Majeure: Subject to clauses 7.2 to 7.4 below, if a Party’s contractual obligation (other than in respect of Licensee’s payment of the License Fee) cannot be fulfilled or performed
partly and/or in its entirety by reason of Force Majeure, then then such non-performance or failure to fulfil its obligations shall not be deemed a breach of the terms hereof.
7.2 In the event of a Cancellation, the Parties shall be relieved of any obligation hereunder in respect of the Event(s) in question and Licensor shall refund to Licensee any part of the License Fee which has been paid but not recouped as at the date of Cancellation, to the extent such an amount can be allocated to the Event(s) in question.
7.3 In the event of an Abandonment, Licensee shall be liable to pay to Licensor a pro-rata payment (the amount of which the Parties shall agree in good faith) taking into account the duration of the actual broadcast of the Event(s) in question prior to it being broken off and the amount of the License Fee due or already paid under this Agreement.
7.4 In the event of a Postponement or Replay, this Agreement shall apply in its entirety to the rescheduled Event(s). In the event of a Postponement, no additional fee shall become payable to Licensor by Licensee in connection therewith and neither shall Licensee be entitled to any reduction and/or refund of the License Fee. In the event of a Replay, Licensee shall, in addition to the License Fee, pay to Licensor a pro-rata payment (the amount of which the Parties shall agree in good faith) taking into account the duration of the actual broadcast of the Event(s) in question prior to it being broken off.
7.5 Any losses, damages, costs or expenses of any nature whatsoever suffered or incurred by Licensee in the event of a Cancellation, Abandonment, Postponement or Replay shall be at Licensee’s own risk and shall be borne by Licensee.
7.6 Confidentiality: The Parties acknowledge that the contents, and in particular the financial details, of this Agreement are confidential and agree to take whatever measures are reasonably necessary to preserve such confidentiality, unless disclosure is required by law. The duties of the Parties hereunder shall survive the expiration or earlier termination of this Agreement.
7.7 Assignment: Licensee shall not, without the prior written consent of Licensor, assign, sub-license, transfer, charge or deal in any other manner with this Agreement or any rights or obligations under this Agreement, or sub-contract any or all of its obligations under this Agreement or purport to do any of the same.
7.8 Exclusions: Except as expressly set out in this Agreement, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the obligations of the Parties under this Agreement are excluded.
7.9 Interpretation: References to “include” and “including” are to be construed without limitation. Where the context requires, words denoting the singular shall include the plural and vice versa.
7.10 Waiver: Any waiver by either Party of a breach of any provision of this Agreement shall be in writing and shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Failure by either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party of subsequent enforcement of rights or subsequent actions in the event of future breaches.
7.11 Remedies: All remedies, rights, undertakings and obligations contained in this Agreement shall be cumulative and none of them shall be in limitation of or prejudice any other remedy, right, undertaking or obligation of either Party.
7.12 Independent Contractors: This Agreement does not constitute either Party the agent of the other, or create a partnership, joint venture or similar relationship between the Parties, and neither Party shall have the power to (or hold itself out as having the power to) obligate or bind the other or to create a liability against the other in any manner or for any purpose whatsoever other than as expressly provided for herein. The Parties hereto shall act in all respects as independent contractors.
8. DEFINITIONS
Abandonment means that the Event(s) has/have been broken off while in progress and will not be restaged.
Additional Feed means any broadcast signal other than the Basic Feed which supplements and is produced in addition to the Basic Feed and which is made available by Licensor pursuant to a request of Licensee.
Agreement means this Media Rights Agreement, consisting of the Schedule and the Terms. Applicable Law means all applicable laws, regulations, rules, codes of practice, guidelines or instructions issued or imposed by a body (including the organiser of the Event(s)) with the
authority to do so, including any regulations or guidelines governing broadcasting, the
relationship between sporting entities and the media (in particular as to short-reporting, news access rights and listed events) as well as any directions or decisions of whatsoever nature issued by a relevant national or international governing body.
Audio-visual Coverage means the Basic Feed, Commentary and/or any Additional Feed (as may be applicable), or any part thereof.
Basic Feed means the live and continuous international broadcast quality moving image video signal of the Event(s), complete with slow motion replays, graphics titles as selected by Licensor and which also integrates international broadcast quality ambient sound and audio (which may, where applicable, include a specific audio mix for exploitation by radio broadcasters), together with any Commentary that may be provided by Licensor, on a separate track as part of the host broadcast.
Betting Rights means the right to transmit audio-only or still and/or moving image visual-only and/or audio-visual material by way of Broadband Internet Transmission and/or Mobile Transmission adapted for viewing on personal computers or other devices with smaller screens solely as part of an online gambling/betting platform, subject to the restrictions that (i) the respective transmission may only be made accessible for registered betting account customers, and (ii) the quality will be lower than an HD broadcast in order not to create the impression of a rival product to Licensee’s transmission of the Event(s). Such right include also the CCTV Rights (as defined below) to bookmaker’s floors or premises/locations of betting companies.
Broadband Internet means of any telecommunications system which uses TCP/IP protocols and/or related protocols and bandwidth suitable for high quality, clear and continuous reception of moving sports images by means of the World Wide Web (expressly excluding IPTV).
Broadcast Basis means the basis upon which the Audio-visual Coverage can be exploited and the modes of doing so, as per the Schedule.
Cable means coaxial, fibre-optic or any other similar form of cable, or microwave dish systems (commonly known as MMDS or wireless cable), master antenna television systems (MATV) and/or satellite master antenna systems (SMATV), used for the transmission of audio-visual material and/or audio-only content.
Cancellation means that the Event(s) does/do not take place and will not be restaged at all. Closed Access Environment means any television and/or programme service distributed by means of Streaming implementing: (i) a registration process; (ii) authenticating software; (iii)
DRM; and (iv) geo-blocking technologies; intended to permit access to authorised end users
who are entitled by virtue of an agreement to receive such television and/or programme service in the Territory.
Closed Circuit Television (CCTV) Rights means the right to transmit Audio-visual Coverage by any Permitted Means of Transmission to a closed audience group confined to a limited area within the Territories in venues such as stadia, hotels, offices, construction sites, oil rigs, waterborne vessels, aircraft, buses, trains, armed services establishments, educational establishments and hospitals but excluding the transmission of Audio-visual Coverage on a channel programme service which is generally available to be received in such premises, whether by way of bona fide commercial subscription arrangements entered into between the Licensee and the owners/ operators of such premises or otherwise.
Commentary means, in respect of the Event(s), the contemporaneous verbal account and description of the Event(s) in the Language, either produced by Licensor and incorporated on a separate track as part of the Basic Feed or produced by Licensee itself (as applicable).
Commercial Affiliate means any entity to which any sponsorship rights, media rights or similar rights have been, or may be, assigned, licensed, sub-licensed or sub-contracted by, or on behalf of, Licensor in relation to the Event(s).
Designated Channel(s) means the television channel programme service, official website and/or official mobile portal/app (as applicable) of Licensee on which the relevant Audio-visual Coverage will be made available.
Enabled Device(s) means an electronic device, now known or devised in the future, capable of the reception and display of audiovisual content via an integrated or stand alone decoding and/or converting device.
Event(s) shall have the meaning ascribed to it in the Schedule.
Excluded Means of Transmission means those modes of transmission of audio-only or still and/or moving image visual-only and/or audio-visual material which Licensee is not permitted to use in any way whatsoever in its exercise of the Media Rights and which are specifically set out in the Schedule.
Exploitation Period shall have the meaning ascribed to it in the Schedule.
Fixed Media Rights means all rights to exhibit, exploit and/or distribute any audio-visual material and/or audio-only content, data and/or textual material of, and/or relating to, the Event(s) (or any part thereof) by means of any magnetic, electronic or digital storage device, for example DVD or CD-ROM.
Force Majeure means any cause preventing either Party from performing any or all of its obligations which arises from, or is attributable to, acts, events, omissions or accidents beyond the reasonable control of the Party so prevented including, without limitation, nuclear accident or acts of God, war or terrorist activity, riot, civil commotion, epidemic, fire, national mourning, flood, storm and the like. Internal labour disputes experienced by Licensee shall not be considered as events of Force Majeure, neither shall lack of funds nor default or misconduct by any third party employed or engaged as an agent or independent contractor by the party claiming Force Majeure, unless caused by events or circumstances which are themselves Force Majeure.
Free means, in relation to the Permitted Means of Transmission to which it is applied, that the audio-only or audio-visual service or channel (or package of services or channels) in question may be intelligibly received by recipients without any payment other than fees or taxes imposed by any state or local government (or agency thereof) for ownership of, or for general reception of, or access to, such service or channel (or package of services or channels).
Highlights means in respect of the Event(s) (i) any edited and recorded still or moving image segment(s) or extract(s) of the Basic Feed and/or any Additional Feed, and (ii) any edited and recorded segment(s) or extract(s) of the Commentary.
Intellectual Property means all copyrights and other intellectual property rights howsoever arising and in whatever media now known or hereafter devised, whether or not registered or capable of registration, including trademarks, service marks, trade names, registered designs, domain names and any applications for the protection or registration of such rights and all renewals and extensions thereof throughout the world.
IPTV means an Internet Protocol based closed network television service whereby audio-visual moving images and/or audio-only content can ordinarily be received using a proprietary “set- top box” via an ADSL or equivalent co-axial or fibre-optic cable connection or “twisted pair wire”, excluding (without limitation) Broadband Internet.
Language shall have the meaning ascribed to it in the Schedule, it being understood that any reference to Language relates to the language of the Commentary.
License shall have the meaning as set forth in clause 1.1 hereof.
Licensee means the party identified as such in the Schedule.
Licensor means the party identified as such in the Schedule.
Live means the transmission of the applicable Audio-visual Coverage in its entirety, in real time and contemporaneous with the Event(s) taking place (subject to any minor delay occurring as a result of technical reasons acceptable to Licensor).
Media Rights means the right to transmit Audio-visual Coverage of the Event(s) using the Permitted Means of Transmission on the applicable Broadcast Basis in the Language.
Mobile means the networked infrastructure of a licensed mobile network operator which uses designated radio frequency spectrum for the digital transmission of audio-visual moving images and/or audio-only content intended for reception by subscribers of that operator’s services predominantly (although not exclusively) using handheld or portable/mobile devices, commonly employing technologies such as Global System for Mobile Communications (GSM), Third Generation Mobile Telecommunications Technologies (including UMTS and HSDPA) and Digital Mobile Broadcasting (DMB).
Near-Live Clips means short excerpts (less than 10 seconds each) of a handball match showing notable in-play incidents very shortly after (but no sooner than 30 seconds after) such incident occurred.
Online means the transmission of digital data and/or content via the international system of interconnected computer networks utilising standard protocols and procedures to distribute electronic data.
OTT means the Programme or VOD programme delivery system via service provider managed Closed Access Environment directly to enabled users; excluded the Betting Rights and gaming rights.
Party means either the Licensor or Licensee (as appropriate) and Parties means both Licensor and Licensee together.
Pay means, in relation to the media to which it is applied, that transmissions may only be intelligibly received by recipients on payment of a fee, subscription or other charge (other than fees or taxes imposed by any state or local government (or agency thereof) for ownership of, or for general reception of or access to, such service or channel (or package of services or channels)), but excluding any Pay-Per-View and Video-on-Demand service.
Pay-Per-View means transmissions in respect of which, (i) a charge or charges are levied on a per programme, per occasion, per day (or other period) or per package of programmes basis (which charge(s) shall be in addition to any subscription fees or charges paid by viewers/listeners in consideration for the right to view/listen to the particular service or channel of which the transmission forms part); and (ii) the time for each such transmission is designated by the provider of that transmission (and not by the viewer/listener).
Permitted Means of Transmission means only those modes of transmission of Audio-visual Coverage as set out in the Schedule from which any Excluded Means of Transmission are expressly prohibited from being used.
Postponement means that the Event(s) does/do not commence on the scheduled date or at the scheduled time but will be rescheduled.
Public Viewing Rights means the right to exhibit the Audio-visual Coverage on conventional television screens or giant screens at public locations/venues (whether indoors or outside) not primarily engaged in the business of exhibiting content such as the Audio-visual Coverage to the public.
Radio Rights means the right to transmit, in the Territories (or any part thereof) in the Language during the Exploitation Period using the Permitted Means of Transmission, the specific audio mix for radio broadcasters provided as part of the Basic Feed together with the relevant Commentary and Highlights thereof on a Live, delayed and repeat basis as part of, and for inclusion in, any audio-only (radio) service or programme for reception in the Territories (or any part thereof).
Replay means that the Event(s) has/have been broken off while in progress and will be re- scheduled.
Reserved Rights means, subject always to the other provisions of this Agreement, any rights identified as such and set out in the Special Conditions which are hereby expressly and unconditionally reserved to Licensor for its own unrestricted use, exploitation and benefit without any reference whatsoever to Licensee.
Satellite means a satellite system whereby a signal containing audio-visual moving images and/or audio-only content is initially transmitted to a satellite situated beyond the Earth’s atmosphere and is subsequently re-transmitted by transponders or similar devices for reception by a satellite dish and decoding at the place where a viewer may view such transmission.
Schedule means the table in the introductory part of this Agreement outlining the heads of terms of this Agreement and the Special Conditions which apply.
Streaming means the Online distribution of the Programme(s) in a Closed Access Environment that allows continuous viewing of the Channel and/or Programme(s) without making a permanent or transferable copy (except for a transient period of time necessary to facilitate such viewing) of the Channel and/or Programme(s) to an Enabled Device in a linear, simultaneous or on demand format.
Terms mean the terms set forth in this Agreement, not being part of the Schedule. Terrestrial means a system of fixed land-based transmission stations which transmit wireless telegraphy signals containing audio-visual moving images and/or audio-only content in
analogue or digital format.
Territory/Territories shall have the meaning ascribed to it in the Schedule.
Third Party Infringer shall have the meaning as set forth in clause 1.6 hereof.
Web-Cast(ing) means any transmission or simultaneous retransmissions by Internet (and its services, such as, but not limited to the World Wide Web) of the Basic Feed, to be accessed through an Internet web browser in respect of which the time of each such transmission can not be designated by the viewer, but from a selection of viewing times scheduled by the provider of that broadcast or transmission (non-interactive linear streams).
Video-on-Demand means any transmission of an audio-visual programme or package of audio- visual programmes in respect of which the time for each such transmission is designated by the viewer and not from a selection of viewing times scheduled by the provider of that transmission (whether or not a charge or charges are levied in respect of such transmission).
Příloha č. 4 – Mezinárodní atletické závody
1. KEY TERMS
Events | Athletics Indoor & Outdoor Events 2020 and 2021 Ten (10) events per calendar year, to be agreed by the Parties and selected from a list of available events provided by Licensor from time to time during the Term at Licensor’s sole discretion but no later than three (3) months prior to the first Athletics Indoor & Outdoor Event in any calendar year. each, an “Event” and together, the “Events”. 2019 races: USATF 26 Xxx Xxxxxx Indoor 1 Feb Berlin USATF 9 Feb Millrose Games Indoor 9 Feb Madrid Indoor 16 Feb Birmingham USATF 27 April Drake Relays WCL 9 June Hengelo EAA 21 June Huelva WCL 7 July Madrid USATF 26 July US Outdoor Championships Day 1 USATF 27 July US Outdoor Championships Day 2 USATF 28 July US Outdoor Championships Day 3 WCL 1 Sep Berlin WCL 3 Sep Zagreb EAA 6 Xxx Xxxxxxx |
Footage | (i) live television feed of each Event with international sound and English graphics in full HD format (the “Footage”). |
Rights | Licensor hereby grants to Licensee, subject to the Rightsholder Reserved Rights and clause B of the General Terms and Conditions: ▪ exclusive Broadcast by TV rights (via terrestrial means, satellite, cable and IPTV) ▪ exclusive Internet Rights ▪ exclusive Mobile/Wireless Rights for the Footage throughout the Territory, in the Language, during the License Period (the “Rights”). Licensee is also granted the non-exclusive right to use still images from the Footage and Clips (of up to three (3) minutes) for promoting its coverage of the Events. Any rights not explicitly granted hereunder are retained by Xxxxxxxx. |
Term | The term of this Agreement commences on the Effective Date and continues until 31 December 2021 (the "Term"). Notwithstanding the foregoing, the license period for the transmission/broadcast of the Footage for each Event will expire twelve (12) |
months after delivery of such Footage of the relevant Event (the “License Period”). | |
Delivery Method | Licensor shall make available the Footage live via European satellite. Licensee shall bear any costs associated with the onward transmission and distribution of the Footage following delivery, i.e. costs for downlink and the onward transmission and distribution. |
Rightsholder Reserved Rights | Notwithstanding the grant of Rights set out in section 3 (Rights) above, the Licensee acknowledges and agrees that the rightsholder of the following Events reserves in the Territory and in the Language: IAAF World Challenge ISTAF Berlin: the non-exclusive right to exploit Clips (of up to two (2) minutes per day) of archive content on the rightsholder’s official website and the official website of the ISTAF Berlin Event. The Parties acknowledge and agree that Footage becomes archive content seventeen (17) days after the end of ISTAF Berlin World Challenge Event. |
2. GENERAL TERMS AND CONDITIONS
A. DEFINITIONS
In this Agreement the following words and phrases shall have the following meanings:
“Broadcast by TV” means the telecast of visual images (together with any sound broadcast for reception together with those images) by television to conventional or home television receivers;
“Clips” means clips of parts of the Footage;
“Internet Rights” mean the transmission of still or moving visual or audio-visual material utilising the system currently making use of TCP/IP software protocols known as the Internet or the World Wide Web whatever the communication(s) links may be which connects the user(s), including any developments in such protocols or any other protocols that may be developed which give equivalent, reduced or enhanced functionality compared with such protocols.
“Main Agreement(s)” means the agreement between Licensor and IHF under which Licensor has acquired the right to exploit audio-visual coverage of the Events;
“Mobile/Wireless Rights” mean mobile telecommunications technologies, broadcast technology and each other wireless standard or technology which is used for the broadcast and/or other distribution of audio or audio-visual content to any mobile screen or device.
B. RESERVATION OF RIGHTS
B.1. Notwithstanding the grant of Rights, Licensor reserves the worldwide right through any media to exploit itself and to authorise any third party to exploit: (i) Clips of the Footage for news access purposes; (ii) Clips of up to three (3) minutes per match or five (5) minutes per Event day (whichever is greater) for any purpose; and (iii) still images from the Events for any purpose.
B.2. Notwithstanding the grant of Rights, Licensor furthermore retains the worldwide right to use itself and/or grant exclusive licenses to third parties for transmission of the Footage for:
(i) gambling or betting purposes;
(ii) inflight and inship exhibition; and
(iii) Closed Circuit TV Rights, i.e. exhibition or transmission of Footage to an audience confined to a limited area (including cinemas, hotels, buses, trains, sports stadia, venues and premises for social and cultural activities).
C. CHANGES TO EVENTS
C.1. Any Event may be cancelled, postponed or unavailable for delivery (including as a result of cancellation of the Events, inadequate or non-production of the Events or Footage of the Events, Force Majeure or alteration of the Main Agreement). Licensor shall in such cases have the right to offer Licensee a replacement event of similar quality. Any further liability of Licensor is explicitly excluded.
C.2. Licensee accepts that e.g. venues, start times, participants and dates of Events are subject to change and wholly beyond the control of Licensor but any changes shall be notified to Licensee as soon as reasonably practicable following Licensor becoming aware of such changes. Licensor shall not be liable for such changes.
D. OBLIGATIONS BY LICENSEE
D.1. Licensee shall use the full official title of each Event in each transmission of the Footage, including the name of any naming or title sponsor.
D.2 Licensee shall not be entitled to a) modify, distort or interfere with the Footage by means of so- called electronic substitution technology or otherwise which has the effect of limiting the coverage of perimeter signage at the Event and included in the Footage or otherwise detracting from the integrity of the transmission of the Footage; or b) do anything which would have an adverse effect on any commercial rights relating to the Event.
D.3 Licensee shall be solely responsible for payment of any public performance fees to the respective performing rights society in the Territory for any music featured in the broadcasts/transmissions of the Footage.
D.4 Licensee shall inform Licensor of any faults in the delivery promptly in writing, and in no event later than ten (10) days from the date when Licensor for the first time attempted to deliver the relevant Footage to the Licensee. After the period of ten (10) days, the Licensee shall be deemed to have approved the relevant delivery.
E. TERRITORIAL RESTRICTIONS AND ANTI PIRACY
E.1. Licensee undertakes that it will employ first class industry standard geo-blocking and security technology (including access control, DRM solutions etc.), and take all other steps necessary to ensure that the reception and viewing of the Footage by individuals who have a customer address outside the Territory is precluded and that transmissions of the Events cannot be received outside the Territory.
E.2. Licensee accepts that Footage may be distributed in channels which are broadcasted via free-to- air or unencrypted television or there may be unintentional overspill inside the Territory due to the inherent in-capability of satellites to beam down signals only inside territory boundaries and it confirms that no such overspill shall be deemed a breach of this Agreement. It shall be the responsibility of Licensor to take any actions against piracy and copyright infringements within the Territory. If Licensee becomes aware that any unauthorised third party is receiving or transmitting any part of the Events, Licensee shall promptly inform Licensor and shall, at Licensor’s request, co- operate fully with Licensor in any action undertaken by Licensor and/or the ultimate rightsholder for the protection of its rights.
E.3. Notwithstanding clause E.1., neither Party shall be restricted from (i) enabling cross-border portability of online content services within the EEA or (ii) selling subscriptions to its satellite DTH services (and thereby facilitating and authorising access to the Footage) to viewers located within the EEA but outside of the Territory who actively request the same.
E.4. Notwithstanding clause E.3., Licensee undertakes that it will not actively market the availability of the Footage outside the Territory, and Licensor undertakes that it will not actively market (or authorise or knowingly permit any third party to actively market) the availability of the Footage within the Territory. The Licensee furthermore agrees that the Footage may be transmitted in the Language only and that the service(s) on which such transmissions are made shall be intended to serve the audience resident within the Territory only and any advertising made available shall be directed at said national audience.
E.5. If, during the Term or any applicable License Period, it is declared under applicable law (including EU law and case law) that an obligation to restrict access to transmissions is unlawful, invalid or unenforceable, the Parties will not seek to enforce the relevant provision(s) and they will work together in good faith to remove the relevant provision(s) and amend the Agreement in order to be compliant with the applicable law whilst achieving as near as possible the original intentions of the Parties.
F. REPRESENTATIONS AND WARRANTIES
F.1. Each Party hereby represents and warrants to the other Party that:
(i) it has all necessary power and authority to enter into, perform all of its obligations under and to comply with all of the terms and conditions of this Agreement;
(ii) there are no past convictions, actions or proceedings pending or threatened against it before any court, tribunal or governmental body agency or authority which may adversely affect its ability to perform its obligations hereunder; and
(iii) it will comply with all applicable laws and regulations from governing bodies when performing its obligations under the Agreement.
F.2. Licensee furthermore represents and warrants that:
(i) it, and any agent or employee acting on its behalf, has complied in the negotiations leading up to the entering into of this Agreement, and shall comply throughout the Term and any applicable License Period of this Agreement, with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption (including but not limited to the laws and regulations of the European Union, United Kingdom, France, United States of America and the Czech Republic. Breach of this clause F.2(i) shall constitute a material breach of this Agreement; and
(ii) neither it nor its affiliates, subsidiaries, directors, managers, officers, employees, consultants, agents or other representatives is: (i) a person or entity; or (ii) controlled by a person or entity, who is subject to any financial sanctions or other restrictive measures (“Sanctions”) maintained by any agency or department of any national government, regional body, multilateral institution or other body which is responsible for the adoption, implementation or enforcement of sanctions laws (including but not limited to the United Nations Security Council, the Council of the European Union, the European Commission, the relevant competent authorities of individual European Union member states, the United States Department of the Treasury’s Office of Foreign Assets Control, and the United States Department of Commerce). Licensee shall notify Licensor immediately in writing of any change which might violate this clause F.2(ii) If, during the Term or any applicable License
Period of this Agreement, any Sanctions prevent either Party from performing its obligations under this Agreement, either Party shall be entitled to terminate this Agreement with immediate effect by giving notice in writing to the other Party.
G. LIABILITY AND INDEMNITY
G.1. Licensee shall defend, indemnify and hold Licensor harmless from and against any claims, damages and fees arising out of or in connection with any use by the Licensee of the Rights in breach of any representations or warranties or failure by the Licensee to comply with its obligations under the Agreement, whether or not such claim arises during or after the Term. Licensor shall defend, indemnify and hold Licensee harmless from and against any claims, damages and fees arising out of or in connection with any breach of any representations or warranties or failure by the Licensor to comply with its obligations under the Agreement, whether or not such claim arises during or after the Term. Neither Party shall have any liability to the other for indirect and/or consequential losses (e.g. loss of profit or loss of anticipated savings).
G.2. Licensor’s maximum aggregate liability to Licensee under or in connection with this Agreement shall not exceed the amount of Fees actually paid by Licensee under this Agreement. This provision shall survive the termination of this Agreement.
H. FORCE MAJEURE
Neither Party shall be liable to the other Party in damages or otherwise because of any failure to perform its obligations due to circumstances, including, but not limited to, fire, fire alert, severe weather conditions, natural catastrophe, national emergencies, war, riot, terrorism, communication failure, failure of technical or broadcasting facilities, satellite failure, solar disturbances, sun outages and/or interference to satellite transmissions or any other incident beyond the control of the Parties (“Force Majeure Event”). If a Party is affected by a Force Majeure Event it will promptly notify the other Party and the Parties will discuss and seek to reach agreement in good faith that is fair and reasonable. No Force Majeure Event shall prevent timely payment of the Fee.
I. SUSPENSION AND TERMINATION
I.1. Each Party shall be entitled to terminate this Agreement immediately upon notice to the other if the other Party:
(i) is in material breach of this Agreement and either such breach is not capable of remedy or, if capable of remedy, the breaching Party has failed to remedy such breach within twenty-one
(21) days of receiving written notice of the breach;
(ii) has committed a series of non-material breaches which have not been remedied (where remediable) within ten (10) working days of receiving written notice of the breach; or
(iii) is or becomes subject to any kind of insolvency, bankruptcy or similar procedure.
I.2 The expiry or rightful termination of this Agreement shall be without prejudice to the rights and liabilities accrued or incurred by either Party prior to the date of expiration or termination. On expiration or earlier termination all rights granted to Licensee under this Agreement shall automatically revert to Licensor and Licensor shall be free to grant the Rights to a third party.
I.3. Licensor shall have the right, without prejudice to any other rights or remedies available under the Agreement, to suspend the Rights (and to withhold the delivery of the Footage to the Licensee) during any period in which the Licensee has failed to comply with any of its material obligations
under this Agreement. The Licensee shall remain obliged to pay the Fee and any other amounts payable hereunder notwithstanding any such suspension.
I.4. Any unpaid Fee, whether accrued or not, shall be immediately due and payable upon Licensor’s termination of the Agreement under I.1.
J. MISCELLANEOUS
J.3. Licensor may transfer assign or otherwise convey any of its rights or obligations hereunder, in whole or in part.
J.4. This Agreement shall not be deemed to create a joint venture, agency or partnership of any kind between the Parties, and neither Party shall have the right to act or enter into any obligations on behalf of the other.
J.5. Notwithstanding any other provision in this Agreement, a person who is not a Party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 (or any successor or replacement version thereof) to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under the Act.
J.6. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.