výpis zo zmluvy)
Licenčná zmluva na nákup licenčných práv programov
(výpis zo zmluvy)
Zmluvní partneri: AB Svensk Filmindustri Box 7200
(Xxxxxxxxx 00)
SE-10388 Stockholm Švédsko
VAT No. SE556003521301
a
Rozhlas a televízia Slovenska Mlynská dolina, 845 45 Bratislava
IČO: 47 232 480
IČ DPH: SK2023169973
štatutárny zástupca: Xxxxxxxx Xxxxxx
generálny riaditeľ zapísaná: Obchodný register Okresného súdu Bratislava I., Oddiel: Po, Vložka č: 1922/B
Programy: hraný seriál – 7 x 25´, hraný film 103´ a 82´ (dokúpenie licenčných práv)
Práva a definície: Nákup licenčných práv programov pre vysielanie RTVS na televíznych programových službách Jednotka a Dvojka
Trvanie zmluvy: Licenčná doba na 3 roky, od 1.12.2017 do 30.11.2020
Licencia na územie: Povolený jazyk:
Slovenská republika slovenský - dabing
Počet vysielaní: 2 vysielania –každé vysielanie vrátane reprízy do 48 hod.
Vysielacie práva: Terestriálne – Free TV práva exkluzívne
/Analógové aj digitálne šírenie/ neexkluzívne káblové a satelitné geoblokované simultánne šírenie
Licenčný poplatok: 3.500,- EUR
Splatnosť licencie: 100% úhrada po podpise licenčnej zmluvy
Podmienky dodania materiálu:
Technické náklady za materiál:
Bez dodávky materiálu. Materiál je k dispozícií v RTVS
žiadne
Technické parametre materiálu: Material je k dispozícií v RTVS
Ustanovenie o zákonnej povinnosti zverejnenia zmluvy:
za AB SVENSK FILMINDUSTRI
Doplnené v bode Special Conditions.
za Rozhlas a televíziu Slovenska
Xxxxxxxx Xxxxxx Generálny riaditeľ
OUTRIGHT LICENSE AGREEMENT
This exclusive Outright License Agreement is made on November 6th, 2017 by and between AB Svensk Filmindustri, ("Licensor"), Vat. no: SE-556003521301, Box 7200, 103 88 Stockholm, Sweden (Visiting and Courier Address: Xxxxxxxxx 00, XX000 00 Xxxxxxxxx), Phone no.: x00 0 000 000 00, e-mail: xxxxxxxxxxxxx@xxxxxxxxx.xx and Rozhlas a Televizia Slovenska - RTVS (“Distributor”), Vat no: SK2023269973, [address]. Phone no: x000 0 0000 0000,. Email: Xxxxxxxx.xxxxxxxxx@xxxx.xx regarding the following three (3) Feature films/TV-series collectively referred to as the “Picture”:
i) Children of Bullerby Village (1986)
(Alla vi barn i Bullerbyn)
TV-series – 7x 25 min - by Xxxxx Xxxxxxxxx
ii) You’re out of your mind Xxxxxx (1979)
(Du är inte klok Madicken)
103 min - by Xxxxx Xxxxxxxx
iii) Mardie on Xxxx Xxxx (1980)
(Xxxxxxxx på Junibacken)
82 min – by Xxxxx Xxxxxxxx
Subject to timely monies due Licensor and Distributor's due performance of all other terms of this Agreement, Licensor licenses exclusively to Distributor, and Distributor accepts from Licensor, the Picture in the Territory for the Term identified below on all the terms and conditions of this Agreement.
This Outright License Agreement consists of the following parts: this Cover Page, the Deal Term, the Standard Terms and Conditions (the “Agreement”). In the event of any conflict between or among the Deal Terms and the Standard Terms and Conditions, the Deal Terms shall prevail over the Standard Terms and Conditions. This Agreement replaces the Deal-Memorandum signed on October 24th, 2017.
All parts of this Agreement will be interpreted together to form one Agreement. Where not defined where they first appear, words used in this Agreement are otherwise defined in the Standard Terms and Conditions.
IN WITNESS WHEREOF, Licensor and Distributor have executed this Agreement as of the date first written to constitute a binding contract between them.
AB SVENSK FILMINDUSTRI RTVS
(”Licensor”) (”Distributor”)
Authorized Signatory Authorized Signatory
Name: Name: Xxxxxxxx XXXXXX
Title: Title: General Director
Authorized Signatory Name:
Title:
DEAL TERMS
PICTURE: i) Children of Bullerby Village (1986)
(Alla vi barn i Bullerbyn)
TV-series – 7x 25 min - by Xxxxx Xxxxxxxxx
ii) You’re out of your mind Xxxxxx (1979)
(Du är inte klok Madicken)
103 min - by Xxxxx Xxxxxxxx
iii) Mardie on Xxxx Xxxx (1980)
(Xxxxxxxx på Junibacken)
82 min – by Xxxxx Xxxxxxxx
DISTRIBUTION RIGHTS: Exclusive Television Rights: Free-TV (incl. Catch-Up*) Rights for
terrestrial, cable and satellite transmissions.
*) Catch-up Rights are granted seven (7) days after each main transmission of the Picture and on the broadcaster’s website/platform, streamed and non-downloadable and geo blocked within the licensed Territory.
The Distributor shall exploit the Rights only in the Authorised Language(s) and in such manner so as to only be accessible within the Territory, unless such restriction is contrary to law, and by persons authorised by the Distributor (or its sub-licensees) and incorporating up-to-date technological safeguards and state-of- the-art industry-standard DRM that prevent unauthorised broadcast, copying or retransmission of the Picture. The Distributor shall not (and shall cause its sub-licensees not to) seek customers for the Picture outside the Territory and the Distributor will take all such measures permitted by law, including geo- blocking, to prevent unauthorised access to the Picture from outside the Territory. The parties acknowledge that transmissions exploiting Free Television Rights and Pay Television Rights via satellite and over-the-air systems are subject to inherent overspill ("Overspill") and that the foregoing shall not constitute a breach of this Agreement provided that the reception of such Overspill is not specifically authorised or intended for primary reception outside the Territory and that transmissions are sufficiently encrypted and geo-blocked to prevent unauthorised reception outside the Territory.
All as further defined in paragraph 1 in the Standard Terms and Conditions.
All rights not specifically licensed or invented or known at the time of signing are reserved to Licensor.
NO OF RUNS: Two (2) runs for each Picture, with one (1) quick repeat within 48 hours for each main run.
TERM: The term of the Agreement shall commence on the date hereof and shall expire automatically three (3) years as set forth below:
LICENSE PERIOD: December 1st, 2017 until 30th November 2020, or last authorized
run for each Picture, whichever comes first.
AUTHORIZED LANGUAGE(S): Original Language (Swedish) sub-titled and/or dubbed into the
Slovakian language.
The Picture may not be shown or exploited with a function that enables the Picture to be watched in its original version, without subtitles and/or dub in the authorized language, i.e. no parallel track.
TERRITORY: Slovakia only.
FLAT FEE: Distributor shall pay to Licensor a non-returnable Flat Fee of EURO 3,500 net., without any deductions.
ALLOCATION OF FLAT FEE:
i) Children of Bullerby Village (1986)
(Alla vi barn i Bullerbyn)
Advance: EUR 2400
ii) You’re out of your mind Xxxxxx (1979)
(Du är inte klok Madicken)
Advance: EUR 550
iii) Xxxxxx on Xxxx Xxxx (1980) (Xxxxxxxx på Junibacken) Advance: EUR 550
Each Party acknowledges that the Flat Fee for each Picture was individually negotiated and has been individually priced and granted, and the incorporation of more than one license in this Agreement is merely for the convenience of the parties.
PAYMENT TERMS: 100% (i.e. EURO 3,500) on signature of this Agreement
Danske Bank
Norrmalmstorg 1
BANK DETAILS:
103 92 Stockholm – SWEDEN
For the account of: AB SVENSK FILMINDUSTRI EUR: IBAN XX0000000000000000000000 USD: IBAN XX0000000000000000000000
SEK: IBAN XX0000000000000000000000 SWIFT/BIC ADDRESS: XXXXXXXX
DELIVERY: N/A as Distributor already holds all material.
FORMATS: ProRes video File incl. M&E, 5.1 Sound and Trailer DCP with DKDM
MATERIALS: N/A.
All freight/delivery charges at Distributor’s expense.
All masters shall contain video and audio and be delivered via FTP, Aspera or HDD as HD or SD digital files.
Digital file delivery is managed by Licensor’s appointed Service Provider.
Distributor must and may only use formats and material physical and digital, delivered by Licensor.
All delivery materials are as further defined in Paragraph 8 in the Standard Terms and Conditions.
SPECIAL CONDITIONS: In compliance with the § 47 a) of the Act no 40/ 1964 Collection
Civil Code as amended a § 55a) of the Act No 211/000 Coll. On free access to information and on amendments and supplement to certain acts (Freedom of Information Act) Radio and television of Slovakia is obliged to publish this contract via Central Register of Contracts of the Government Office of Slovak Republic in it full wording.
Licensor shall have access to any Dub/Subtitles of the Picture in the Authorized Languages at 50% of production cost.
Distributor shall only use formats and material, physical and digital delivered by Licensor.
All artwork and video covers are subject to approval before printing and commercial disposal. Such covers shall be sent to: Xxxxxxxxxxxxx@xxxxxxxx.xx
STANDARD TERMS AND CONDITIONS
1. RIGHTS LICENSED:
General Xxxxx: Subject to the terms and conditions of this Agreement, Licensor licenses to Distributor the Distribution Rights in the Picture for the License Period throughout the Territory in the Authorized Language as set forth in the Deal Terms.
Cinematic Rights Definitions:
A. Cinematic means Theatrical, NonTheatrical and Public Video exploitation of the Picture.
Theatrical means exploitation of the Picture only for direct exhibition in conventional or drive-in theaters, licensed as such in the place where the exhibition occurs, that are open to the general public on a regularly scheduled basis and that charge an admission fee to view the Picture.
NonTheatrical means exploitation of the Picture only for direct exhibition before an audience by and at the facilities of either organizations not primarily engaged in the business of exhibiting motion pictures, such as in educational organizations, churches, restaurants, bars, clubs, trains, libraries, Red Cross facilities, oil rigs and oil fields, or governmental bodies such as in embassies, military bases, military vessels and other governmental facilities flying the flag of the licensed territory. NonTheatrical does not include Commercial Video, Public Video, Airline, Ship or Hotel exploitation.
Public Video means exploitation of a copy of the Picture embodied in a Videogram only for direct exhibition before an audience in a "mini-theater", an "MTV theater" or like establishment that charges an admission to use the viewing facility or to view the Videogram, and that is not licensed as a traditional motion picture theater in the place where the viewing occurs.
B. VIDEO USE DEFINITION
Cassette means the same as VideoCassette.
CD means a Compact Disc.
Compact Disc means a combined optical and electronic analog storage device designed to be used in conjunction with an electronic device that causes the Picture to be visible on the screen of a computer monitor or television for private viewing in a substantially linear manner. A Compact Disc does not include any type of VideoDisc or DVD, but not a VideoCassette.
Disc means an electronic analog or digital storage device designed to be used in conjunction with an electronic device or a computer that causes the Picture to be visible on the screen of a television or computer monitor for private viewing in a substantially linear manner. A Compact Disc includes a VideoDisc, Compact Disc or a DVD, but not a VideoCassette.
DVD means a digitally encoded electronic storage device that conforms to the DVD Specification for Read-Only Disc, version 1 (August 1996) or its successor and that is designed for use in conjunction with an electronic device or computer in a way that causes the Picture to be visible for private viewing on the screen of a computer monitor or television. DVD includes Digital Versatile Discs, and related DVD enabled peripherals such as DVD-ROM devices and DVD-ROM devices, but does not include any type of Compact Disc or VideoDisc.
Laser Disc is a type of VideoDisc.
VCD means Video Compact Disc.
Video Compact Disc means a type of compressed analog VideoDisc designed to be used solely on a special purpose electronic device that is solely dedicated for private viewing of the Picture on the screen of a television in a substantially linear manner.
VideoCassette means a VHS or Beta cassette or comparable analog magnetic storage device designed to be used with a reproduction apparatus that causes the Picture to be visible on a television screen for private viewing in a substantially linear manner. A VideoCassette does not include any type of VideoDisc or Compact Disc.
Videogram means any type of VideoCassette, Compact Disc, Disc, DVD, BluRay or VideoDisc as well as any kind of physical formats and devices now known or invented in the future that the industry commonly acknowledges as belonging to home video.
VideoDisc means a laser or capacitance disc or comparable analog optical or mechanical storage device designed to be used with a reproduction apparatus that causes the Picture to be visible on a television screen for private viewing in a substantially linear manner. A VideoDisc does not include any type of Compact Disc or DVD.
C. Video Rights Definitions:
Video means Home Video and Commercial Video exploitation of the Picture but does not include any form of
Internet or Intranet exploitation of the Picture.
Home Video means Home Video Rental and Home Video SellThru exploitation of the Picture.
Home Video Rental means exploitation of a Videogram embodying the Picture that is rented to the viewer only for non-public viewing of the embodied Motion Picture in a linear form within a private living place where no admission fee is charged for such viewing.
Home Video SellThru means exploitation of a Videogram embodying the Picture that is sold to the viewer only for non-public viewing of the embodied Picture in a linear form within a private living place where no admission fee is charged for such viewing.
Commercial Video means direct linear exhibition before an audience of a Videogram embodying the Picture at the facilities of either organizations not primarily engaged in the business of exhibiting Motion Pictures, such as in educational organizations, churches, restaurants, bars, clubs, trains, libraries, Red Cross facilities, oil rigs and oil fields, or governmental bodies such as in embassies, military bases, military vessels and other governmental facilities flying the flag of the licensed territory, but only to the extent that such exploitation is not otherwise utilized in the licensed Territory as a form of NonTheatrical exploitation. Commercial Video does not include NonTheatrical, Public Video, Airline, Ship or Hotel exploitation, nor any form of making the Picture available over the Internet or a Closed Network.
D. Ancillary Rights
Ancillary means Airline, Ship and Hotel exploitation of the Picture.
Airline means exploitation of the Picture only for direct exhibition in in airplanes that are operated by a n airline flying the flag of any country in the Territory for which Airline exploitation is granted, but excluding airlines that are customarily licensed from a location outside the Territory or that are only serviced in but do not fly the flag of a country in the Territory
Ship means exploitation of the Picture only for direct exhibition in sea or ocean going vessels that are operated by a shipping line flying the flag of any country in the Territory for which Ship exploitation is granted, but excluding shipping lines that are customarily licensed from a location outside the Territory or that are only serviced in but do not fly the flag of a country in the Territory.
Hotel means exploitation of the Picture only for direct exhibition in temporary or permanent living places, such as hotels, motels, apartment complexes, co-operatives or condominium projects, by means of closed-circuit television systems where the telecast originates within or in the immediate vicinity of such living places.
E. PayPerView Rights Definitions
PayPerView means Residential and Nonresidential PayPerView, T-VOD, Near-Video-Demand, Demand View and Subscription-on-Demand exploitation of the Picture but does not include any form of Pay TV, Free TV, Internet or Intranet or ClosedNet exploitation of the Picture.
Residential PayPerView means the broadcast of the Picture by means of an encoded signal for television reception in homes or similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the broadcast of the Picture at a time designated by the broadcaster for each viewing.
NonResidential PayPerView means the broadcast of the Picture by means of an encoded signal for television reception in hotels or similar temporary living places where a charge is made to the viewer for the right to use a decoding device to view the broadcast of the Picture at a time designated by the broadcaster for each viewing.
Demand View means the transmission of the Picture by means of an encoded signal for television reception in homes and similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the Picture at a time selected by the viewer for each viewing.
Transactional Video-On-Demand (“T-VOD”) means the point-to-point transmission to a Subscriber of an Encrypted signal of The Picture for reception on all current and future existing media (incl. but not restricted to TV sets, PCs, mobile phones, large screen TVs where: (i) the commencement time for the transmission of the Picture is at the Subscriber’s sole discretion, and is not predetermined or scheduled by the Licensed Service; (ii) the transmission of the Picture originates from a source outside of the Subscriber’s Residence; (iii) the transmission of the Picture is commercial-free, linear and uninterrupted provided that the Licensed Service may permit the Subscriber to pause, fast forward, rewind, play, repeat, or stop the transmission of the Picture (for a period not to exceed twenty four (24) hours, and for no additional fee) and subsequently continue the transmission of the Picture; (iv) no copy of the Picture is capable of being captured, stored, or forwarded on or onto any device by the Subscriber; and (v) the Subscriber is assessed a per-Picture, per-exhibition fee. Transactional Video On Demand excludes Subscription Video On Demand Television where no separate fee is charged per exhibition.
Near Demand View (“NVOD”) means multiple regularly scheduled transmissions in a short time period of the Picture by means of an encoded signal for television reception in homes and similar permanent living places where a charge is made to the viewer for the right to use a decoding device to view the Picture at one of the scheduled transmissions times selected by the viewer for each viewing.
Subscription Video On Demand (“SVOD”) means the point-to-point delivery to subscribers of Content on a subscription basis (as opposed to a per-transaction basis, whether a payment is required or not) that entails the encrypted placement of Content for a defined period of time on a storage device, wherever located, which Content is accessible for viewing at any time during such defined period by the subscriber to the SVOD service, and which service may or may not be bundled with a traditional Pay TV service. After the end of such defined period, the Content shall no longer be accessible for viewing by the subscriber. SVOD shall exclude Television Services and Other Television Services.
Advertised funded Video on Demand (“AVOD”) means the whole Picture is advertisement funded and available on demand to the public via streaming or equivalent streaming or equivalent form of broadcasting with the necessary security (not via downloading) on all current and future available distribution platforms (incl. but not restricted to terrestrial, cable, satellite, broadband, Internet, 3G, DVB-H irrespective of whether this is via analogue or digital technology) for reception in all current and future existing media (incl. but not restricted to TV sets, PCs, mobile phones, large screen TVs).
Free Video on Demand (“FVOD”) means the whole Picture is available on demand to the public, free of charge, via streaming or equivalent streaming or equivalent form of broadcasting with the necessary security (not via downloading) on all current and future available distribution platforms (incl. but not restricted to terrestrial, cable, satellite, broadband, Internet, 3G, DVB-H irrespective of whether this is via analogue or digital technology) for reception in all current and future existing media (incl. but not restricted to TV sets, PCs, mobile phones, large screen TVs).
F. Pay TV Rights Definitions
Pay TV means Terrestrial Pay TV, Cable Pay TV and Satellite Pay TV exploitation of the Picture but does not include any form of PayPerView, Free TV, Internet or Intranet exploitation of the Picture.
Terrestrial Pay TV means over-the-air broadcast of the Picture by means of encoded Hertzian waves for television reception where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that broadcasts the Picture along with other programming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Picture and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
Cable Pay TV means an originating transmission of the Picture by means of an encoded signal over cable for television reception where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that transmits the Picture along with other programming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Picture and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
Satellite Pay TV means the uplink broadcast of the Picture by means of an encoded signal to a satellite and its downlink broadcast to terrestrial satellite reception dishes for television viewing located in the immediate vicinity of the reception dishes where a charge is made: (i) to viewers in private living places for use of a decoding device to view a channel that broadcasts the Picture along with other programming; or (ii) to the operator of a hotel or similar temporary living place located distant from where the broadcast signal originated for use of a decoding device to receive a channel that broadcasts the Picture and other programming and retransmit it throughout the temporary living place for viewing in private rooms.
G. Free TV Rights Definitions:
Free TV means Terrestrial Free TV, Cable Free TV, and Satellite Free TV exploitation of the Picture but does not include any form of PayPerView, Pay TV, Internet or ClosedNet form of exploitation of the Picture.
Terrestrial Free TV means over-the-air broadcast by Hertzian waves of the Picture for television reception in private living places without a charge to the viewer for the privilege of viewing the Picture, provided that for this purpose government television assessments or taxes (but not a charge for PayPerView or Pay TV) will not be deemed a charge to the viewer.
Cable Free TV means the originating transmission by coaxial or fiber-optic cable of the Picture for television reception in private living places without a charge to the viewer for the privilege of viewing the Picture, provided that for this purpose neither government television assessments or taxes nor the regular periodic service charges (but not a charge for PayPerView or Pay TV) paid by a subscriber to a cable television system will be deemed a charge to the viewer.
Satellite Free TV means the uplink broadcast to a satellite and its downlink broadcast to terrestrial satellite reception dishes of the Picture for television viewing in private living places located in the immediate vicinity of a viewer’s reception dish without a charge to the viewer for the privilege of viewing the Picture, provided that for this purpose government satellite dish or television assessments or taxes (but not a charge for PayPerView or Pay TV) will not be deemed a charge to the viewer.
Catch-Up Rights means: with respect to Free TV, making a digital copy of the Picture available for streaming on a Website operated by a telecaster duly authorized to exploit such rights.
H. Internet Rights Definitions:
Internet means the interconnected facilities of a publicly available communications network which uses Internet Protocol for data transmission to Computers (including Mobile Devices) connected to that network.
Internet Rights means Internet Downloading and Internet Streaming exploitation of the Picture but does not include any form of PayPerView, Video, Pay TV, Free TV or ClosedNet exploitation of the Picture.
Internet Downloading means making available publicly a digital Picture copy on the World Wide Web portion of the Internet in a manner that allows its transmission to an authorized Computer (including a Mobile Device) for making another exact digital Copy of the embodied Picture and retaining that Copy for personal use for more than a transient period of time after completion of transmission. Internet Downloading does not include any form of Internet Streaming.
Internet Streaming means making available publicly a digital Picture Copy on the World Wide Web portion of the Internet in a manner that allows continuous viewing of the Copy of the embodied Picture on an authorized Computer (including a Mobile Device) in a substantially linear form substantially simultaneously with the transmission of such Copy over the Internet but which does not allow making another digital Copy except for a transient period of time necessary to facilitate such viewing. Internet Streaming does not include any form of Internet Downloading.
Internet Streaming/Downloading means making available publicly a digital Picture Copy on the World Wide Web portion of the Internet for both Internet Downloading and Internet Streaming at substantially the same time.
Electronic Sell Through Rights” “EST” and “Download to Own Rights” and “DTO”: means the right to transmit and/or make available via any form of distribution system (including for the avoidance of doubt internet) a copy or copies of the Film (including without limitation digital copies) to a consumer for permanent retention (including without limitation to make the Film permanently available to a consumer via streaming from a location remote from the consumer) with the right but not the obligation to offer the consumer the possibility to make an actual physical or tangible copy of the Film, for which a charge is made or by reference to the amount payable by the consumer (pro-rated in the case of consumer subscriptions).
Electronic Rental means Download to Rent (“DTR”) and means the right make a transmission or other transfer of data whereby the Picture is delivered to the consumer for storage on a device elected by the consumer (or made available via streaming from a location remote from the consumer) for a limited time (“the Rental Period”) and for which a rental charge is made during which Rental Period the consumer is entitled to view the Picture with our without PVR functionality for an unlimited number of viewings but without the authorization for the consumer to make any permanent copy of the Picture or to watch the Picture after the Rental Period. Down-load to rent Right is also commonly known as “electronic rental”.
I. ClosedNet Rights Definitions:
Closed Network means the interconnected facilities of a closed, private communications network which uses Internet Protocol or other secure data transmission protocol for communication among Authorized Computers (including Mobile Devices) of Authorized Subscribers connected to that Closed Network.
ClosedNet Rights means ClosedNet Downloading and ClosedNet Streaming exploitation of the Picture but not including any form of PayPerView, Video, Pay TV, Free TV or Internet exploitation of the Picture.
ClosedNet Downloading means making available a digital Picture Copy on a Closed Network in a manner that allows transmission to an authorized Computer (including a Mobile Device or reception device) by Authorized Subscribers connected to that Closed Network for making another exact digital Copy and retaining the Copy for personal use for more than a transient period of time after completion of transmission. ClosedNet Downloading does not include any form of ClosedNet Streaming.
ClosedNet Streaming means making available a digital Picture Copy on a Closed Network in a manner that allows continuous viewing of the Copy on an authorized Computer (including a Mobile Device or reception device) by Authorized Subscribers connected to the Closed Network in a substantially linear form substantially simultaneously with the transmission of such Copy over the Closed Network but which does not allow making another digital copy except for a transient period of time necessary to facilitate such viewing. ClosedNet Streaming does not include any form of ClosedNet Downloading.
ClosedNet Streaming/Downloading means making available a digital Picture Copy on a Closed Network for both
ClosedNet Downloading and ClosedNet Streaming at substantially the same time.
All Internet Rights and Demand rights must be geoblocked and a secure DRM system must be employed.
J. CONDITIONS ON EXERCISE OF INTERNET LICENSED RIGHTS
General: Distributor is authorized to exercise any Internet Licensed Rights granted in this Agreement only so long as all of the following conditions are currently and continually satisfied:
Access Security: Distributor may only make the Picture available over the Internet through a web site where access to the entire web site is subject to an enforceable access contract that (a) only authorizes streaming or downloading of the Picture for the Authorized Internet Uses; (b) prohibits to the full extent allowed by Law circumventing of any Technological Security or DRM Security features for the Picture; (c) protects the privacy of users of the web site and controls access to the web site by minors as required by Law; and (d) complies with all security and authentication requirements of any credit card processor or verifier used for any e-commerce processing on the web site.
Technological Security: Distributor may only make the Picture available over the Internet through a web site that incorporates all commercially reasonable and current technological and anti-circumvention safeguards to ensure that accessing, streaming or downloading of the Picture is limited solely to end users whose habitual residence is verifiably located within the Territory and to Computers whose Internet addresses are verifiably located within the Territory.
DRM Security: Distributor may only make the Picture available over the Internet using digital copies of the Picture that incorporate all commercially reasonable and current DRM technology and anti-circumvention that continually restricts unauthorized copying, accessing, streaming or downloading of such copies both while available on the Internet and after any authorized streaming or downloading.
E-commerce Security: Distributor may only make the Picture available over the Internet for the Authorized Language Use(s) and the Authorized Internet Uses, utilizing all commercially reasonable and current technological safeguards to protect the e-commerce payment processing system from hacking or fraud, and subject to an enforceable contract that limits any use of copies of the Picture solely to the Authorized Internet Uses, that prohibits to the fullest extent allowed by law circumventing of any DRM Security features on copies of the Picture, and that prohibits any unauthorized copying, access, distribution, streaming or downloading of the Picture or its copies, and that waives to the full extent allowed by Law any liability of Licensor under express or implied warranties, if any, with respect to operation of any Technological Security or DRM Security features or for the content of the Picture(s) other than for infringement.
K. Internet Use Definitions:
Advertiser Supported means making the Picture available on the World Wide Web portion of the Internet for accessing, downloading or streaming, by either: (i) including trailers, commercials or other advertising before, after, or within the continuity of the Picture Copy; or (ii) including banners, logos, icons, text, hyper-text, meta- tags, symbols or other identifying information of a product or service or a supplier of such product or service provider on the same web page as the Picture Copy or any of its elements or identifying information.
Limited Use means authorizing accessing, streaming or downloading, as applicable, of the Picture on the World
Wide Web portion of the Internet by a user who is required to pay a separate fee to obtain a limited right to use a new digital copy of the Picture that may be accessed and viewed, but not further copied, subject to express limitations as to either the number of accesses or viewings, the period of access or viewing, or both (e.g. unlimited viewing for x days, or x viewings maximum, or x viewings within y days).
Permanent Use means authorizing downloading of the Picture on the World Wide Web portion of the Internet by a user who is required to pay a separate fee to obtain ownership of new digital copy of the Picture Copy which new copy may be used and viewed, but not further copied, without express limitations as to the number of uses and viewings and the time period of so doing.
Single Use means authorizing accessing, streaming or downloading, as applicable, of the Picture on the World Wide Web portion of the Internet by a user who is required to pay a separate fee for each single act of accessing, streaming or downloading the Picture Copy in whole or in part.
Subscription Use means authorizing accessing, streaming or downloading, as applicable, of the Picture on the World Wide Web portion of the Internet by a user who is required to pay a set fee for a specified period to access, stream or download, as applicable, the embodied Picture along with other Pictures available in the same manner on the same web site.
L. Internet Rights Terminology
Access (access) means to make available the Picture on the Internet in a manner that allows a user to copy, view, stream, download or use, or to obtain data or information about or related to, the Picture Copy or its embodied Picture. Access includes accessing.
Computer means an electronic device that accepts the Picture in digital form and allows its viewing or manipulation in response to a sequence of instructions where the type and order of the instructions can be defined, selected and entered by the user of the Computer. A Computer includes desktops, notebooks and laptops and excludes VCR, DVR, DVD, set top box players or recorders and Handheld Devices.
Digital Rights Management means a sequence of software or hardware instructions embodied in, related to or activated by the Picture that controls or manages copying, viewing, altering, or accessing the Picture, its content or elements or associated Rights Management Information.
Download (download) means to make available the Picture on the Internet in a manner that allows its transmission to a Computer for making another exact digital copy of the Picture Copy and retaining such copy for use for more than a transient period of time after completion of the initial continuous period of transmission. Download includes downloading.
DRM means Digital Rights Management.
Internet means the interconnected facilities of a publicly available packet-switching communications system that allows the user of a computing device to engage in two-way transmissions over the system through which the user obtains access to the Picture stored in digital form at a place distant from the place where the user’s computing device is located.
Rights Management Information means any information embodied, attached, related or appearing in or on the Picture that may include a copyright notice or other identifier, that identifies the copyright owner, producer, author, writer, director, performers or other Persons who have contributed to the making of the Picture, or that describes any authorized terms and conditions for licensing or use of the Picture or the Picture Copy.
Stream (stream) means to make available the Picture on the Internet in a manner that allows continuous viewing of the Picture Copy in substantially linear form on a Computer simultaneously with the transmission of such Picture Copy over the Internet but which does not allow making another digital copy except for a transient period of time necessary to facilitate such viewing. Stream includes streaming.
M. Reservation etc:
Exclusivity protection is not given against re-telecast or secondary transmissions by cable systems of distant broadcast signals originating outside the Licensed Station's broadcast area pursuant to a compulsory license or otherwise.
Licensor reserves all rights in The Picture not licensed to Distributor. Licensor may exploit them as Licensor sees fit without restriction, except as otherwise expressly provided in this Agreement.
2. ADVERTISING, BILLING, PROMOTIONAL USE OF CLIP and TRAILER
(a) Licensor's Requirements: Licensor will timely provide Distributor with a list of all required screen credits (if not already contained in the Picture) and paid advertising, publicity and promotional requirements. Distributor will comply with all such requirements at all times.
(b) Limitations: In exercising its advertising, billing, and other rights Distributor may not: (i) change the title of the Picture without Licensor's prior written approval (which may be withheld for any reason) (ii) alter or delete any credit, logo, copyright notice or trade-mark notice appearing on or in the Picture; or (iii) include any advertisements or other material in the Picture other than Distributor's credit or logo.
(c) Promotional use clip of trailer: Licensor grants to Distributor the non-exclusive right to use approved excerpts from the Picture not exceeding two (2) minutes in running time in the aggregate for publicity purposes (“clip” or “trailer”) within the Territory during the License Period solely in connection with, advertising, marketing and promoting the Picture.
No Material may be used for any other purpose except for the marketing and promotion of the Picture to which it relates.
Unless prior written approval is given by Licensor in each instance, the right to license the Picture for exhibition in association with commercial endorsements, commercial-tie in arrangements, sponsorships, promotions, corporate events, roadshows and similar events is not included in the Rights and is not granted to Distributor. Notwithstanding the aforesaid, in no event will the Distributor use the names and likenesses of any individual associated with the Picture as an endorsement of any kind of product or service.
3. SUBTITLING, DUBBING AND EDITING
a). Distributor's Rights: Subject to Licensor's requirements and the provisions of this Agreement, Distributor will have the non-exclusive right at its sole expense and after consultation with Licensor to: (i) subtitle and/or dub the Picture, but only in the Authorized Languages; and (ii) edit the Picture to meet governmental censorship requirements.
b). Distributor’s Restrictions: The rights may not be exploited with a function that the Picture can be watched in its original language only. Furthermore, Distributor is not allowed to: alter, substitute, to delete any music or lyrics without Licensor’s prior approval.
Licensor shall neither bear nor be responsible for any costs of subtitling and/or dubbing into the authorized language or the production of the Authorized Language subtitles and/or dubb.
(c) Distributor acknowledges that in the event Distributor choose to use Licensor’s dubbed versions of the Picture
or Licensor’s subtitles such dubbed versions and/or subtitles are the sole property of Licensor.
4. TERRITORY
The "Territory" means only the country/countries named in the Deal Terms but only as its/their contiguous political borders exist on the date of this Agreement. The Territory includes associated territories as defined in the Deal-Terms. The Territory excludes the country's/countries non-contiguous embassies, military and
governmental installations, and oil rigs and marine installations wherever located unless otherwise set forth in the Deal Terms.
5. TERM
The "Term" for the Picture will start on the date specified in the Deal Terms, and will end on the earlier of the end date set forth in the Deal Terms, whether or not all transmissions of the Picture actually have taken place, and the last authorized run of the Picture. Distributor will not permit or authorize any exploitation of the Picture after the Term.
6. FINANCIAL TERMS
License Fee: The “Flat Fee” is the sum payable to Licensor for the rights licensed to Distributor. The Flat Fee is a minimum sum and no charges of any sort may be deducted from it.
(b) Royalty income: All amounts collected by any authors' rights organization, performing rights society or governmental agency which are payable to authors, producers or distributors/licensees and which arise from royalties, compulsory licenses, cable retransmission income, tax rebates, exhibition surcharges or the like, will as between Licensor and Distributor be the sole property of Licensor. By way of illustration but not limitation, this will apply to such amounts arising from royalties collected by AGICOA, CAB, or similar organizations from cable retransmissions or television programs, and from collections by music performing or mechanical rights societies. Licensor has the sole right to apply for and collect all these amounts. If any of them are paid to Distributor, then Distributor will immediately remit them to Licensor with an appropriate statement identifying the payment.
(c) Documentation: Where, under the laws or rules of the any country in the Territory, Distributor is required to make any registration filing or to obtain any permits or clearances with respect to the exploitation of any Licensed Rights in the Picture, then Distributor will do so promptly at its expense and provide Licensor with copies of all documents indicating full compliance with such requirements. For the sake of clarity, such requirements may include obtaining certificates of local subtitling/dubbing or copyright registration, acquiring quota permits or censorship clearances, or filing author societies, or registering the Picture to obtain royalties, rebates, or other allowances.
7. PAYMENT REQUIREMENTS
(a) Timely payment: Timely payment is of the essence of this Agreement and is an express condition precedent to Distributor's exercise of the Licensed Rights. Payment will be considered made only when Licensor has immediate and unencumbered use of funds in the required currency in the full amount due. Distributor will timely obtain all governmental permits necessary to make all payments to Licensor.
(b) Limitation on Deductions: There will be no deductions from any payments due Licensor because of any bank charges, conversion costs, sales, use of VAT taxes, quotas or any other taxes, levies or charges unless separately agreed in writing by Licensor. No remittance taxes of any sort may be deducted from the License Fee.
(c) Blocked Funds: If it is legally impossible to transmit any monies due to Licensor, Distributor will immediately so notify Licensor. Distributor will then deposit such monies in Licensor's name, but at Distributor's expense, in a suitable depository in the Territory designated by Licensor.
(d) Finance Charge on Late Payments: If Licensor does not receive any payment on the date due, then in addition to any other right or remedy, Licensor may assess a finance charge on such late payment at the lesser of two (2%) percent over the then current advertised prime rate at Licensor's lead bank on the date payment was due
at Licensor's lead bank or the highest applicable legal contract date. A Finance Charge, if made, will be retroactive to the date payment was due and will continue until payment in full.
e) No severance payment: Licensor will not pay any compensation to any Party, including without limitation Distributor's customers, in connection with termination of this Agreement.
8. DELIVERY
(a) Delivery: "Delivery" by Licensor means delivery to Distributor at Distributor’s sole expense of the Picture of the Materials as listed below. Material to be delivered to Distributor at Distributor’s cost, unless otherwise set forth in the Deal Terms. All freight charges including return freight (including custom clearance costs, if any) at Distributor’s sole expense.
Synopsis
Music cue sheet Color transparencies Key Artwork
Billing and credit instructions
Dialogue list – in the Original Language and in the English Language
Digital files – including feature and trailer – format to be agreed on – at Distributor’s cost.
Certificate of Origin
(b) Delivery of Materials: Licensor will give Distributor notice that it is prepared to deliver the Materials.
(c) Delivery of Advertising & Promotional Materials: Licensor shall deliver to Distributor the advertising material as listed above but only to extent available and provided Licensor shall have no obligation to create such material. If Distributor does not use these advertising and promotional materials, then Distributor will consult with Licensor before using any other advertising or promotional materials.
(d) Holding of Materials: Title to all materials delivered to Distributor will remain with Licensor, subject to all rights of Distributor. Distributor shall employ security measures to prevent the loss, theft, pirating, copying or unauthorized duplication of any of the videotapes or prints in its possession. Distributor shall not by any of its actions permit any lien, charge, pledge, mortgage or encumbrance to attach to said videotape or prints.
(e) Material Payment Instructions: All costs of the materials and delivery (including shipping charges, import fees, duties, brokerage fees, storage charges and related charges) will be Distributor's sole responsibility.
(f) Distributor's Created Materials: Licensor will at all times have unimpeded and free access to all foreign language tracks, subtitled and/or dubbed versions, masters, advertising and promotional materials, artwork and all other materials created by Distributors pursuant to this Agreement.
(g) Inspection of Materials: Immediately upon delivery of any materials, Distributor will examine the materials to determine their technical acceptability for transmission. Unless Licensor is notified otherwise within ten (10) days of delivery, all materials will be deemed acceptable to Distributor. If Licensor receives timely notice of a defect in the materials, Licensor will remedy such defect or substitute materials of the same Picture at no additional cost. At Licensor's election, Licensor may exercise its rights to withdraw as set forth in Par 11 below.
(h) Title: Title in and to materials of a Picture provided to Distributor hereunder is vested and will remain in Licensor, and title in and to any materials of a Picture created by, for or at the request of Distributor and all rights therein, including copyrights and all neighboring and connecting rights, will vest and remain in Licensor upon the creation thereof, subject only to Distributor's possession and use until the earlier of the expiration of the License Period of the Picture(s), or the termination of the Agreement solely so that Distributor may exercise its rights licensed hereunder. As between Licensor and Distributor, all materials will be deemed to have been on loan to Distributor whether or not Distributor paid any of the costs of manufacture.
9. EXPLOITATION OBLIGATIONS
a). Video Exploitation Obligations: In exploiting any Video Licensed Right, Distributor will accord Licensor prior reasonable approval of all advertising, packaging and artwork for exploitation of the Video Licensed Rights in the Picture. Approval shall be deemed given five (5) business days after Licensor’s receipt of Distributor’s written request for approval and failure to respond.
b). Efforts And Quality: Distributor will use all diligent efforts and skill in the manufacture, distribution, and exploitation of Videograms of the Picture. The Videograms manufactured by Distributor will meet quality standards at least comparable to other Videograms commercially available through legitimate outlets in the Territory. Distributor will make Videograms of the Picture available in the Territory through its catalogue and will not allow them to leave normal channels of distribution for a commercially unreasonable period of time.
c). Television Exploitation Obligations: In exploiting any Television Licensed Rights, Distributor will not broadcast or authorize broadcast of the Picture by any form of Pay TV other than an encrypted form, and Distributor will not sell, rent or export or authorize the sale, rental or export of decoders for such encryption outside the Territory. Distributor will not broadcast or authorize broadcast of the Picture by any means from within the Territory where the broadcast is primarily intended for reception outside the Territory or is capable of reception by more than an insubstantial number of home televisions outside the Territory.
10. MUSIC
(a) Music Cue Sheets: To the extent required and available, promptly after Delivery, Licensor will supply Distributor with available music cue sheets listing the composer, lyricist and publisher or all music embodied in the Pictures. Distributor will as necessary, promptly file with the appropriate governmental agency or music rights society in the Territory a copy of the music cue sheets supplied by Licensor without making any changes in them.
b) Synchronization: Licensor represents and warrants to Distributor that Licensor controls all rights necessary to synchronize the music contained in the Picture on all copies exploited by Distributor throughout the Territory for the Agreement Term. Licensor authorizes Distributor to exploit such synchronization rights without charge in conjunction with its exploitation of the Picture. Licensor will be solely responsible for paying all royalties or charges necessary to obtain and control such synchronization rights for the Agreement Term and will hold Distributor harmless from any payments in this regard.
c) Mechanical Royalties: The parties acknowledge that a mechanical, performing or author's right society in the Territory may attempt to collect royalties attributable to the manufacture, sale or rental of Videograms and embodying the Picture for Home Video and Internet exploitation. Such royalties may be called "mechanical", "performance", or "synchronization" royalties, or some similar designation. Distributor will be solely responsible for such royalties and shall be paid by Distributor and are irrelevant to Licensor.
d) Performance: Licensor represents and warrants to Distributor that the non-dramatic ("small") performing rights in each musical composition embodied in the Picture are: either (i) in the public domain in the Territory; or (ii) controlled by Licensor sufficient to allow Distributor to exploit the Licensed Rights without additional payment for such rights; or (iii) available by license from the local music performing rights society(ies) in the Territory affiliated with the International Confederation of Authors and Composers Societies (CISAC). With regard to music in category (iii), Distributor will be solely responsible for obtaining and paying for a license to exploit such performance rights from the local music performing rights society(ies) and shall hold the Licensor harmless from any liability relating thereto.
e) Publishing: As between Licensor and Distributor, Licensor will be solely entitled to collect and retain the publisher's share of any music royalties arising from Distributor's exploitation of any Licensed Rights in the Picture.
(f) Retransmission Royalties: Distributor acknowledges that any fee payable by reason of government permitted or mandated retransmissions in the Licensed Territory of any transmission of a Picture, including but not limited to AGICOA royalties, are the sole property of Licensor. Distributor will cooperate with Licensor to the extent necessary to permit Licensor to collect the maximum amount of any such fees.
11. SUSPENSION AND WITHDRAWAL
(a) Licensor's right: Licensor will have the right at any time to withdraw any Picture or, in Licensor's sole and absolute discretion, suspend delivery or exploitation of the Picture or withdraw the Picture: (a) if Licensor determines that its continued exploitation might infringe the rights of others, violate any law or subject Licensor to any liability; or (b) due to events of Force Majeure. Licensor reserves the right in such case to discontinue the exploitation of any Picture at any time during the Term on five (5) days written notice to Distributor.
(b) Effect of Suspension: Distributor will not be entitled to claim any damages or lost profits for any suspension. Instead, the Term will be extended for the length of the suspension. If any suspension lasts more than three (3) consecutive months, either Party may terminate this Agreement on ten (10) days' notice, in which case the Picture will be treated as a withdrawn Picture as provided in Par 11(c).
(c) Effect of Withdrawal: If the Picture(s) is withdrawn or this Agreement is terminated after a period of suspension, Distributor may obtain a proportional refund of the License Fee. Distributor's sole remedy will be to receive this refund. In no event may Distributor collect any "lost profits" or other damages.
(d) "Force Majeure": "Force Majeure" means any fire, flood, earthquake or public disaster; strike, labor dispute or unrest; unavoidable accident; breakdown of electrical or sound equipment; failure to perform or delay by any laboratory or supplier; delay or lack of transportation; embargo, riot, war, insurrection or civil unrest; any Act of God including inclement weather; any act of legally constituted authority: or any other cause beyond Licensor's reasonable control.
12. DEFAULT AND TERMINATION
(a) Distributor's Default: Distributor will default if: (i) Distributor becomes insolvent or fails to pay its debts when due; (ii) Distributor makes any assignment for the benefit of creditors, or seeks relief under any bankruptcy law or similar law for the protection or debtors, or suffers a petition or bankruptcy to be filed against it or has a receiver or trustee appointed for substantially all of its assets (iii) Distributor breaches any term, covenant or condition of this Agreement: or (iv) Distributor attempts to make any assignment, transfer or sublicense of this Agreement without first obtaining Licensor’s prior approval.
(b) Notice to Distributor: Licensor will give Distributor written notice of any claimed default. If the default is incapable of cure, then Distributor will be in default immediately upon receipt of Licensor's notice. If the default is capable of cure, then Distributor will have ten (10) days after its receipt to cure any monetary default, and twenty (20) days after its receipt to cure any non-monetary default. If the default is incapable of cure, or if Distributor fails to cure within the times provided, then, in addition to any other rights or remedies Licensor may have, Licensor may terminate this Agreement retroactive to the date of default. Licensor may then proceed against Distributor for legal and equitable relief, including suspending delivery of any other Picture and declaring all unpaid amounts due Licensor immediately due and payable.
(c) Licensor's Default: Licensor will default if it fails to abide by any material requirement of this Agreement imposed on Licensor. Default by Licensor is limited to the particular Picture to which the default applies. No default as to one Picture will be a default as to any other Picture, nor will a default by Licensor as to one agreement be a default to any other agreement.
(d) Notice to Licensor: Distributor will promptly give Licensor written notice of any claimed default. Licensor will have twenty (20) days after its receipt to commence and diligently pursue cure of such default. Only if Licensor fails to do so may Distributor proceed against Licensor for available relief.
13. ANTI-PIRACY PROVISIONS
Enforcement: Distributor will take all reasonable steps necessary to protect the copyright in The Picture to prevent piracy. Licensor may participate in any anti-piracy action using counsel of its own choice. Licensor's expenses will be reimbursed from any recovery in equal proportion with Distributor's expenses. If Distributor fails to take necessary anti-piracy action, Licensor may, but will not be obligated to, take such action in Licensor’s or Distributor's name, with all recoveries belonging to Licensor.
14. LICENSOR'S WARRANTIES
Licensor warrants and represents that, as to the Picture Licensor has or will have the right to grant the license herein contained on or before the first licensed telecast of such Picture, that there is no agreement with any other person, firm or corporation which will in any way interfere with any rights granted under this Agreement to Distributor; that to the best of Licensor's knowledge all Pictures licensed hereunder are free and clear of any and all liens, claims and encumbrances of any kind and nature which would be inconsistent with the rights granted to Distributor hereunder; and, that neither the Pictures nor any material contained therein violates the rights of any person. Licensor further warrants and represents that it is a corporation duly organized, validly existing and in good standing in the jurisdiction of its incorporation; that it has the full power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement by Licensor have been duly authorized by all requisite corporate action of Licensor; and, that this Agreement is a valid and binding obligation of Licensor in accordance with its terms.
15. DISTRIBUTOR'S WARRANTIES
Distributor warrants and represents that it is in compliance with and in good standing under the laws of the Licensed Territory and any subdivision thereof with which it should be in compliance and under which it should be in good standing given the nature and scope of its business; that is has full power and authority to enter into and perform this Agreement in accordance with its terms; that the execution, delivery and performance of this Agreement have been authorized by all requisite action of Distributor; that this Agreement is a valid and binding obligation of Distributor enforceable in accordance with its terms; and, that Distributor is not required to obtain the consent of any person or entity to enter into this Agreement. Distributor further warrants and represents that, by Distributor's actions, there are no and never will be any liens, charges, claims, adverse rights or interests of any kind on or against any Materials title to which is vested in Licensor as set forth in Par 8(h). Distributor also warrants and represents that there will not be any restrictions that would or could prevent Licensor from transmitting and distributing any of the Materials created by or at the direction of Distributor referred to in Par 8(h) by any media or means and there will not be any payments which must be made by Licensor to anyone or any entity including, but not limited to, any person, union, guild or other labor organization, in connection therewith.
16. INDEMNITIES
(a) Licensor's Indemnities: Licensor will indemnify and hold harmless Distributor (including its officers, directors, partners, owners, share-holders, employees and agents) against all claims, expenses (including reasonable attorneys' fees) and liabilities due to breach of any Licensor's obligations, representations or warranties contained in this Agreement. Except in case of gross negligence or wilful misconduct, Licensor will not be liable to Distributor for any indirect losses (such as loss of profits).
(b) Distributor's Indemnities: Distributor will indemnify and hold harmless Licensor and any assignee or other successor-in-interest (including the officers, directors, owners, partners, shareholders, employees and agents) of each of the foregoing against all claims and expenses (including reasonable attorneys' fees) and liabilities due to Distributor's failure to abide by any restriction on the exercise of any Licensed Right and for any breach of any Distributor's obligations, representations or warranties contained in this Agreement.
17. ASSIGNMENT
Licensor may freely assign, transfer or sublicense any of its rights under this Agreement, but no such assignment, transfer or sublicense shall relieve Licensor of its obligations under this Agreement unless it is to a company which acquires all or substantially all of Licensor's assets. Distributor may not sub-license, assign or transfer any rights granted it under this Agreement without written notification to the Distributor. No such sub-license or assignment shall relieve Distributor of its obligations under this Agreement.
18. MISCELLANEOUS PROVISIONS
(a) Separability: In case of any conflicts between any term of this Agreement and any material law, ordinance, rule or regulation, the latter will prevail.
(b) No waiver: No waiver of a breach will be a waiver of any other breach of the same or any other provision. No waiver is effective unless in writing. The exercise of any right will not be deemed a waiver of any other right or of any default of the other party.
(c) Remedies Cumulative: All remedies are cumulative, and resort to one will not preclude resort to any other at any time.
(d) Notices: All notices and payments will be sent to the parties at the addresses specified in the Cover Letter, either by telefax or mail, postage pre-paid. Either party may change its place for notice by like notice.
(e) Entire Agreement: This Agreement contains the entire under-standing of the parties regarding its subject matter, and supersedes all previous written or oral understandings or representations between the parties regarding its subject matter, if any. The party expressly waives in favor of the other any right rely on such oral understandings or representations.
(f) Modifications: No modification or amendment of this Agreement will be effective unless in writing, signed by both parties.
(g) Captions: Captions and paragraph headings are for convenience only.
(h) Terminology: As used in the Agreement "and" means all of the possibilities "or" means any or all of the possibilities in any combination, and "either"... "or" means only one of the possibilities. "Including" means "including without limitation".
(i). Governing Law: This Agreement is governed by and construed by and in accordance with English law. For the avoidance of doubt, pursuant to Par 18(j) below, any IFTA® arbitration will take place in England in the English language.
(j) Dispute Resolution: Any dispute arising under this Agreement, including with respect to any right or obligation that survives termination or cancellation of this Agreement, will be administered and resolved by binding arbitration under the IFTA® Rules for International Arbitration (“IFTA® Rules”) in effect when the arbitration is filed. The IFTA® Rules are available at xxx.xxxx-xxxxxx.xxx.
19. CONFIDENTIALITY
Neither party without the express permission of the other may disclose the terms and conditions of this Agreement other than as may be required by any applicable law, governmental order or regulation or decree of any court of competent jurisdiction.
Agreed and accepted:
AB SVENSK FILMINDUSTRI RTVS
(”Licensor”) (”Distributor”)
Authorized Signatory Authorized Signatory
Name: Name: Xxxxxxxx XXXXXX
Title: Title: General Director
Authorized Signatory Name:
Title: